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: February 25, 2014
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   x             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    x
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    x
Indicate by check mark whether the registrant by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes   ¨             No    x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is our press release dated February 25, 2014, announcing results for the fourth quarter and full year ended December 31, 2013.
The press release 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 it 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 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.

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: February 25, 2014	 		 	By	 	/s/ Kinga E. Doris	
	 		 		 	Kinga E. Doris	
	 		 		 	Vice President, General Counsel and Secretary	

EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:

Exhibit	  	Description	
		
99.1	  	Press Release Announcing Fourth Quarter and Full Year 2013 Results	

Exhibit 99.1

Pacific Drilling Announces Fourth Quarter and Full Year 2013 Results
 
 	•	 	EBITDA (a) for the fourth quarter of $96.3 million and adjusted EBITDA (a) for the full year of $358.1 million, an increase of 35% over the prior year	
 
 	•	 	Revenue for the fourth quarter of $200.5 million and for the full year of $745.6 million, an increase of 17% over the prior year	
 
 	•	 	Cash flow from operations for the full year of $230.6 million	
 
 	•	 	Pacific Khamsin delivered on August 31 and contract commenced on December 17, 2013	
 
 	•	 	Signed commitment for two year extension of Pacific Bora contract at $615,000 per day, conditional upon client’s partner approval	
LUXEMBOURG (February 25, 2014) — Pacific Drilling S.A. (NYSE: PACD) today announced revenue of $200.5 million and net income of $25.7 million or $0.12 per diluted share for the fourth quarter of 2013. This compares to revenue of $193.2 million and net income of $30.3 million or $0.14 per diluted share for the third quarter of 2013. In the fourth quarter of 2012, the company had revenue of $191.9 million and net income of $16.5 million or $0.08 per diluted share.
For the year ended December 31, 2013, net income excluding $66.6 million in non-recurring charges (b) related to the June 2013 refinancing of our credit facilities was $92.1 million or $0.43 per diluted share, an increase of $81.8 million over the prior year net income excluding charges. For the full year 2013, net income as reported was $25.5 million or $0.12 per diluted share on revenue of $745.6 million, as compared to prior year net income of $34.0 million or $0.16 per diluted share on revenue of $638.1 million. A reconciliation of net income excluding charges to reported net income is included in an accompanying schedule to this release.
CEO Chris Beckett commented, “Pacific Drilling had an outstanding year in 2013, in which we demonstrated that our focus on performance excellence using a consistent fleet of high specification drillships staffed by dedicated offshore professionals can deliver industry leading results. With the commencement of the Pacific Khamsin’s contract in December, we began the next phase of our company’s growth, which we expect to continue at a significant pace over the next two years as we begin operations with the Pacific Sharav , Pacific Meltem and Pacific Zonda .”
Regarding the market for high specification drillships, Mr. Beckett added, “Consistent with our expectations, the market for offshore rigs is increasingly impacted by clients’ preferences for advanced drilling capabilities. Demand for ultra-deepwater drillships is increasingly segmented between the newest and most capable rigs and their 5 th generation predecessors as clients recognize the fundamental benefits of the latest generation of rigs. The number of market inquiries for high specification rigs has increased in the early part of 2014 as compared to the

fourth quarter of 2013, and we continue to see demand for modern ultra-deepwater rigs exceed forecasted supply over the next several years. Our strong operating performance led to the recent two-year conditional commitment for the Pacific Bora and supports our ongoing negotiations for contract extension of the Pacific Mistral and a maiden contract on the Pacific Meltem , one of the few remaining high specification drillships available for a 2014 contract commencement.”
Fourth Quarter and Full Year 2013 Operational and Financial Commentary
Contract drilling revenue for the fourth quarter of 2013 was $200.5 million, which included $20.2 million of deferred revenue amortization, as compared to contract drilling revenue of $193.2 million for the third quarter of 2013, which included $18.2 million of deferred revenue amortization. During the three months ended December 31, 2013, our operating fleet achieved average revenue efficiency (c) of 95.6% as compared to 96.9% in the prior quarter. For the fourth quarter of 2013, our first four drillships continued to deliver strong operational efficiency, while the newly delivered Pacific Khamsin experienced minimal downtime. Contract drilling revenue for the year ended December 31, 2013, was $745.6 million, including $72.5 million of deferred revenue amortization, as compared to contract drilling revenue of $638.1 million, including $95.8 million of deferred revenue amortization, for the year ended December 31, 2012.
For the full year 2013, our operating fleet achieved an average revenue efficiency of 93.5%, as compared to 88.0% during the prior year. The increase in revenue efficiency was primarily due to completing the shakedown period on our first four drillships.
Contract drilling expenses for the fourth quarter of 2013 were $90.6 million as compared to $82.7 million for the third quarter of 2013. Contract drilling expenses for the fourth quarter of 2013 included $10.3 million in amortization of deferred costs, $5.6 million in reimbursable expenses and $7.3 million in shore-based and other support costs. Direct rig related daily operating expenses, excluding reimbursable costs, averaged $176,200 in the fourth quarter of 2013, as compared to $163,400 for the third quarter of 2013. The increase in contract drilling expenses resulted from planned maintenance projects on most of our rigs in the fourth quarter. Contract drilling expenses for the full year 2013 were $337.3 million as compared to $331.5 million for the full year 2012. Contract drilling expenses for 2013 included $39.5 million in amortization of deferred mobilization costs, $20.9 million in reimbursable expenses and $25.4 million in shore-based and other support costs. Direct rig related daily operating expenses, excluding reimbursable costs, averaged $170,600 for the full year 2013, as compared to $178,300 for the full year 2012. The decrease in average direct rig related daily operating expenses was primarily the result of lower equipment and maintenance costs in 2013, as compared to 2012 which included rig startup costs for our first four operating rigs. In addition, our focus on reducing logistics and operational overhead costs contributed to the decrease in daily operating expenses.
General and administrative expenses for the fourth quarter of 2013 were $13.0 million as compared to $13.1 million for the third quarter of 2013. General and administrative expenses for the full year 2013 were $48.6 million as compared to $45.4 million for the prior year.
EBITDA (a) for the fourth quarter of 2013 was $96.3 million, essentially in line with the prior quarter. Adjusted EBITDA for the year ended December 31, 2013, was $358.1 million as compared to $264.4 million for the year ended December 31, 2012. Adjusted EBITDA margin (d) for the full year 2013 was 48.0%, as compared to 41.4% for the full year 2012. A reconciliation of EBITDA and adjusted EBITDA is included in the accompanying schedules to this release.
 
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Interest expense for the fourth quarter of 2013 was $25.8 million, as compared to $23.8 million for the third quarter of 2013. The increased interest expense was mainly a result of interest recognition following the commencement of the Pacific Khamsin’s drilling contract on December 17, 2013. Interest expense for the full year 2013 was $94.0 million, excluding non-recurring costs incurred in connection with the refinancing of our credit facilities, as compared to interest expense of $104.7 million in the prior year.
Liquidity and Capital Expenditures
For the full year 2013, cash flow from operations was $230.6 million. As a result of strong cash flow throughout 2013 and delayed capital expenditures on the Pacific Sharav and the Pacific Meltem , we were able to delay drawdowns on our $1 billion senior secured credit facility until the last few days of 2013. Following the year end drawdown of $139 million from our senior secured credit facility, our total outstanding debt as of December 31, 2013, was $2.4 billion and our cash balances were $204.1 million. As of December 31, 2013, undrawn capacity under our senior secured credit facility and our revolving credit facility was $1.1 billion.
During the fourth quarter of 2013, our capital expenditures were $103.9 million of which $67.1 million related to the construction of our newbuild drillships. Capitalized interest amounted to $23.3 million. The remaining expenditures primarily relate to contractually required upgrades on our operating rigs that are partially or fully reimbursed by our customers, as well as fleet spares. We estimate the remaining capital expenditures required to complete construction of our three newbuild drillships and the continued build up of our fleet spares to be approximately $1.45 billion, excluding capitalized interest and client reimbursed asset upgrades.
2014 Guidance
We reiterate our guidance on revenue efficiency provided with our fleet status report on February 3, 2014. The average revenue efficiency ranges of 88-92% for the first quarter of 2014 and 90–94% for the full year 2014 include our expectations for unplanned downtime as well as planned events mainly related to export and reimport of rigs in Nigeria, completed in the first quarter of 2014. The guidance is also reflective of required inspections across the fleet and the initial stages of the shakedown process for the Pacific Khamsin, Pacific Sharav and Pacific Meltem, during which we expect their revenue efficiency to lag current levels of our first four operating rigs and their operating expenses to exceed those of our other rigs by approximately $20,000 per day during the shakedown period. As we have previously stated, we expect an average revenue efficiency of 90% during a rig’s first six months of operations and 93% during a rig’s second six months of operations. However, revenue efficiency for individual rigs tends to be volatile on a monthly and even on a quarterly basis. Revenue efficiency during 2014 may therefore be above or below our expectations.
The following table summarizes our updated full year 2014 guidance for certain items:

Item	  	Range	
Direct Rig Related Operating Expenses, Excluding Reimbursable Expenses, Per Rig Per Day	  	$181,000 - $187,000	
Minimum Average Reimbursable Expenses, Per Rig Per Day*	  	$10,000	
Shore-Based & Other Support Costs, Per Rig Per Day	  	$18,000 - $20,000	
General & Administrative Expenses	  	$57 million - $59 million	
Income Tax Expense as Percent of Total Contract Drilling Revenue	  	3% - 4%	
 
3

*	These reimbursable costs include one-time as well as recurring items that are beyond the initial scope of our contract and the corresponding initial contractual dayrate, but are subject to reimbursement from our clients. Reimbursable costs can be highly variable from one quarter to another. Because the reimbursement of these costs by our clients is recorded as additional revenue, they generally do not negatively affect our margins.	
Updated schedules through 2015 of expected amortization of deferred revenue, amortization of deferred mobilization expense and depreciation as well as capital expenditures are included in the “Investor Toolkit” subsection of the “Investor Relations” section of our website, www.pacificdrilling.com .
Please note the guidance provided above is based on management’s current expectations about the future and both stated and unstated assumptions, and does not constitute any form of guarantee, assurance or promise that the matters indicated will actually be achieved. Actual conditions and assumptions are subject to change. The guidance set forth above is subject to all cautionary statements and limitations described under the “Forward-Looking Statements” section of this press release.
Footnotes
 
(a)  	EBITDA and adjusted EBITDA are non-GAAP measures. Please refer to the reconciliation, included later in this press release, of net income to EBITDA and adjusted EBITDA along with a definition of this measure and a statement indicating why management believes the non-GAAP measure provides useful information for investors.	
(b)	Net income excluding charges is a non-GAAP measure. Please refer to the reconciliation, included later in this press release, of net income to net income excluding charges along with a definition of this measure and a statement indicating why management believes the non-GAAP measure provides useful information for investors.	
(c)  	Revenue efficiency is defined as actual contractual dayrate revenue (excluding mobilization fees, upgrade reimbursements and other revenue sources) divided by the maximum amount of contractual dayrate revenue that could have been earned during such period.	
(d)	EBITDA margin is defined as EBITDA divided by contract drilling revenue. Adjusted EBITDA margin is defined as adjusted EBITDA divided by contract drilling revenue. Management uses this operational metric to track company results and believes that this measure provides additional information that consolidates the impact of our operating efficiency as well as the operating and support costs incurred in achieving the revenue performance.	
 
4

Conference Call
Pacific Drilling will conduct a conference call at 10:00 a.m. U.S. Central Standard Time on Wednesday, February 26, 2014, to discuss fourth quarter and full year 2013 results. To participate, please dial +1 719-325-4789 or 1-877-419-6594 and refer to confirmation code 1620722 approximately five to ten minutes prior to the scheduled start time of the call. The call will also be broadcast live over the Internet in a listen-only mode and can be accessed by a link posted in the “Events & Presentations” subsection of the “Investor Relations” section of the company’s website, www.pacificdrilling.com.
An audio replay of the conference call will be available after 1:00 p.m. U.S. Central Time on Wednesday, February 26, 2014, by dialing +1 719-457-0820 or 1-888-203-1112 and using access code 1620722. A replay of the call will also be available on the company’s website.
About Pacific Drilling
With its best-in-class drillships and highly experienced team, Pacific Drilling is a fast growing company that is committed to becoming the industry’s preferred ultra-deepwater drilling contractor. Pacific Drilling’s fleet of eight ultra-deepwater drillships will represent one of the youngest and most technologically advanced fleets in the world. The company currently operates five drillships under customer contract, and has three drillships under construction at Samsung, one of which is under customer contract. 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 press release (and oral statements made regarding the subjects of this press release, including the conference call announced herein) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically include words or phrases such as “believe,” “expect,” “anticipate,” “project,” “plan,” “intend,” “foresee,” “forecast”, “our ability to,” “estimate,” “potential,” “will,” “should,” “would,” “could” or other similar words, or negatives of such words, which are generally not historical in nature. Such forward-looking statements specifically include statements involving future operational performance; revenue efficiency levels; future client contract opportunities; estimated duration of client contracts; contract dayrate amounts; future contract commencement dates and locations; contract backlog; construction, timing and delivery of newbuild drillships; capital expenditures; growth opportunities; market outlook; cost adjustments; estimated rig availability; new rig commitments; the expected period of time and number of rigs that will be in a shipyard for repairs, maintenance, enhancement or construction; expected direct rig operating costs, compensation levels, shore based support costs, general and administrative expenses, income tax expense; expected amortization of deferred revenue; expected amortization of deferred mobilization expenses; and expected depreciation and interest expense for the existing credit facilities and senior bonds. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenue and operating results, operating revenue efficiency, projected operating expenses and reimbursable costs are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of
 
5

which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those provided in our guidance, projected cash flows and other statements in the forward-looking statements contained in this press release, our investor toolkit and elsewhere include, but are not limited to: our ability to secure and maintain drilling contracts, including possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other reasons; unplanned downtime and other risks associated with offshore rig operations, including unscheduled repairs or maintenance; risks inherent in shipyard rig construction, repair, maintenance or enhancement; changes in worldwide rig supply and demand, competition and technology; future levels of offshore drilling activity; future client contract opportunities; relocations, severe weather or hurricanes; impact of potential licensing or patent litigation; actual contract commencement dates; environmental and other liabilities, risks or losses; governmental regulatory, legislative and permitting requirements affecting drilling operations; our ability to attract and retain skilled personnel on commercially reasonable terms; governmental action, civil unrest and political and economic uncertainties; terrorism, piracy and military action; and the outcome of litigation, legal proceedings, investigations or other claims or contract disputes.
For additional information regarding known material risk factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 20-F and Current Reports on Form 6-K. These documents are available through our website at www.pacificdrilling.com or through the SEC’s Electronic Data and Analysis Retrieval System at www.sec.gov.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. 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.

Contact:	  	Amy Roddy	
	  	Pacific Drilling Services, Inc.	
	  	+1 832 255 0502	
	  	Investor@pacificdrilling.com	
 
6

PACIFIC DRILLING S.A. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

 	  	Three Months Ended
December 31,	 	 	Years Ended December 31,	 	
 	  	2013	 	 	2012	 	 	2013	 	 	2012	 	 	2011	 	
 	  	(unaudited)	 	 	(unaudited)	 	 	(unaudited)	 	 	 	 	 	 	 	
Revenues	  				 				 				 				 				
Contract drilling	  	$	200,546	 	 	$	191,890	 	 	$	745,574	 	 	$	638,050	 	 	$	65,431	 	
						
Costs and expenses	  				 				 				 				 				
Contract drilling	  	 	(90,636	)	 	 	(86,931	)	 	 	(337,277	)	 	 	(331,495	)	 	 	(32,142	)	
General and administrative expenses	  	 	(12,956	)	 	 	(11,636	)	 	 	(48,614	)	 	 	(45,386	)	 	 	(52,614	)	
Depreciation expense	  	 	(39,713	)	 	 	(36,463	)	 	 	(149,465	)	 	 	(127,698	)	 	 	(11,619	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	 	(143,305	)	 	 	(135,030	)	 	 	(535,356	)	 	 	(504,579	)	 	 	(96,375	)	
Loss of hire insurance recovery	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	23,671	 	 	 	18,500	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	57,241	 	 	 	56,860	 	 	 	210,218	 	 	 	157,142	 	 	 	(12,444	)	
						
Other income (expense)	  				 				 				 				 				
						
Costs on interest rate swap termination	  	 	—  	 	 	 	—  	 	 	 	(38,184	)	 	 	—  	 	 	 	—  	 	
Interest expense, other	  	 	(25,770	)	 	 	(32,747	)	 	 	(94,027	)	 	 	(104,685	)	 	 	(10,384	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total interest expense	  	 	(25,770	)	 	 	(32,747	)	 	 	(132,211	)	 	 	(104,685	)	 	 	(10,384	)	
Costs on extinguishment of debt	  	 	—  	 	 	 	—  	 	 	 	(28,428	)	 	 	—  	 	 	 	—  	 	
Equity in earnings of Joint Venture	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	18,955	 	
Interest income from Joint Venture	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	495	 	
Other income (expense)	  	 	(608	)	 	 	(614	)	 	 	(1,554	)	 	 	3,245	 	 	 	3,675	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	  	 	30,863	 	 	 	23,499	 	 	 	48,025	 	 	 	55,702	 	 	 	297	 	
Income tax expense	  	 	(5,173	)	 	 	(7,034	)	 	 	(22,523	)	 	 	(21,713	)	 	 	(3,200	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	$	25,690	 	 	$	16,465	 	 	$	25,502	 	 	$	33,989	 	 	$	(2,903	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per common share, basic	  	$	0.12	 	 	$	0.08	 	 	$	0.12	 	 	$	0.16	 	 	$	(0.01	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares, basic	  	 	217,022	 	 	 	216,902	 	 	 	216,964	 	 	 	216,901	 	 	 	195,448	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per common share, diluted	  	$	0.12	 	 	$	0.08	 	 	$	0.12	 	 	$	0.16	 	 	$	(0.01	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares, diluted	  	 	217,429	 	 	 	216,943	 	 	 	217,421	 	 	 	216,903	 	 	 	195,448	 	

7

PACIFIC DRILLING S.A. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except par value)

 	  	December 31,	 	
 	  	2013	 	 	2012	 	
 	  	(unaudited)	 	 	 	 	
Assets:	  				 				
Cash and cash equivalents	  	$	204,123	 	 	$	605,921	 	
Restricted cash	  	 	—  	  	 	 	47,444	 	
Accounts receivable	  	 	206,078	 	 	 	152,299	 	
Materials and supplies	  	 	65,709	 	 	 	49,626	 	
Current portion of deferred financing costs	  	 	14,857	 	 	 	17,707	 	
Current portion of deferred costs	  	 	48,202	 	 	 	37,519	 	
Prepaid expenses and other current assets	  	 	13,889	 	 	 	13,930	 	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	552,858	 	 	 	924,446	 	
	  	 	 	 	 	 	 	 	
Property and equipment, net	  	 	4,512,154	 	 	 	3,760,421	 	
Restricted cash	  	 	—  	  	 	 	124,740	 	
Deferred financing costs	  	 	53,300	 	 	 	32,157	 	
Other assets	  	 	45,728	 	 	 	52,164	 	
	  	 	 	 	 	 	 	 	
Total assets	  	$	5,164,040	 	 	$	4,893,928	 	

Liabilities and shareholders’ equity:	  				 				
Accounts payable	  	$	54,235	 	 	$	30,230	 	
Accrued expenses	  	 	66,026	 	 	 	39,345	 	
Current portion of long-term debt	  	 	7,500	 	 	 	218,750	 	
Accrued interest	  	 	21,984	 	 	 	29,594	 	
Derivative liabilities, current	  	 	4,984	 	 	 	17,995	 	
Current portion of deferred revenue	  	 	96,658	 	 	 	66,142	 	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	251,387	 	 	 	402,056	 	
	  	 	 	 	 	 	 	 	
Long-term debt, net of current maturities	  	 	2,423,337	 	 	 	2,034,958	 	
Deferred revenue	  	 	88,465	 	 	 	97,014	 	
Other long-term liabilities	  	 	927	 	 	 	44,652	 	
	  	 	 	 	 	 	 	 	
Total long-term liabilities	  	 	2,512,729	 	 	 	2,176,624	 	
	  	 	 	 	 	 	 	 	
Shareholders’ equity:	  				 				
Common shares, $0.01 par value per share, 5,000,000 shares authorized, 224,100 shares issued and 217,035 and 216,902 shares outstanding as of December 31, 2013 and December 31, 2012, respectively	  	 	2,170	 	 	 	2,169	 	
Additional paid-in capital	  	 	2,358,858	 	 	 	2,349,544	 	
Accumulated other comprehensive loss	  	 	(8,557	)	 	 	(58,416	)	
Retained earnings	  	 	47,453	 	 	 	21,951	 	
	  	 	 	 	 	 	 	 	
Total shareholders’ equity	  	 	2,399,924	 	 	 	2,315,248	 	
	  	 	 	 	 	 	 	 	
Total liabilities and shareholders’ equity	  	$	5,164,040	 	 	$	4,893,928	 	

8

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

 	  	Years Ended December 31,	 	
 	  	2013	 	 	2012	 	 	2011	 	
 	  	(unaudited)	 	 	 	 	 	 	 	
Cash flow from operating activities:	  				 				 				
Net income (loss)	  	$	25,502	 	 	$	33,989	 	 	$	(2,903	)	
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:	  				 				 				
Depreciation expense	  	 	149,465	 	 	 	127,698	 	 	 	11,619	 	
Amortization of deferred revenue	  	 	(72,515	)	 	 	(95,750	)	 	 	(8,566	)	
Amortization of deferred costs	  	 	39,479	 	 	 	70,660	 	 	 	4,288	 	
Amortization of deferred financing costs	  	 	10,106	 	 	 	13,926	 	 	 	1,067	 	
Amortization of debt discount	  	 	445	 	 	 	—  	 	 	 	—  	 	
Provision for materials and supplies obsolescence	  	 	1,115	 	 	 	—  	 	 	 	—  	 	
Write-off of unamortized deferred financing costs	  	 	27,644	 	 	 	—  	 	 	 	—  	 	
Costs on interest rate swap termination	  	 	38,184	 	 	 	—  	 	 	 	—  	 	
Deferred income taxes	  	 	(3,119	)	 	 	(3,766	)	 	 	(3,169	)	
Share-based compensation expense	  	 	9,315	 	 	 	5,318	 	 	 	4,471	 	
Equity in earnings of Joint Venture	  	 	—  	 	 	 	—  	 	 	 	(18,955	)	
Interest income from Joint Venture	  	 	—  	 	 	 	—  	 	 	 	(495	)	
Changes in operating assets and liabilities:	  	 	—  	 	 				 				
Accounts receivable	  	 	(53,779	)	 	 	(89,721	)	 	 	(45,051	)	
Materials and supplies	  	 	(17,198	)	 	 	(6,640	)	 	 	(35,031	)	
Prepaid expenses and other assets	  	 	(30,840	)	 	 	(61,548	)	 	 	(108,593	)	
Accounts payable and accrued expenses	  	 	12,301	 	 	 	33,865	 	 	 	39,437	 	
Deferred revenue	  	 	94,482	 	 	 	156,967	 	 	 	97,550	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	  	 	230,587	 	 	 	184,998	 	 	 	(64,331	)	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash flow from investing activities:	  				 				 				
Capital expenditures	  	 	(876,142	)	 	 	(449,951	)	 	 	(1,539,630	)	
Decrease (increase) in restricted cash	  	 	172,184	 	 	 	204,784	 	 	 	(315,286	)	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(703,958	)	 	 	(245,167	)	 	 	(1,854,916	)	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash flow from financing activities:	  				 				 				
Proceeds from issuance of common shares, net	  	 	—  	 	 	 	—  	 	 	 	625,816	 	
Proceeds from long-term debt	  	 	1,656,250	 	 	 	797,415	 	 	 	1,275,000	 	
Payments on long-term debt	  	 	(1,480,000	)	 	 	(218,750	)	 	 	(50,000	)	
Payment for costs on interest rate swap termination	  	 	(41,993	)	 	 	—  	 	 	 	—  	 	
Deferred financing costs	  	 	(62,684	)	 	 	(19,853	)	 	 	(6,803	)	
Proceeds from related-party loan	  	 	—  	 	 	 	—  	 	 	 	142,205	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by financing activities	  	 	71,573	 	 	 	558,812	 	 	 	1,986,218	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) in cash and cash equivalents	  	 	(401,798	)	 	 	498,643	 	 	 	66,971	 	
Cash and cash equivalents, beginning of period	  	 	605,921	 	 	 	107,278	 	 	 	40,307	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	204,123	 	 	$	605,921	 	 	$	107,278	 	

9

EBITDA and Adjusted EBITDA Reconciliation
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, costs from debt refinancing, loss of hire insurance, taxes, depreciation and amortization. EBITDA and adjusted EBITDA do not represent and should not be considered alternatives to net income, operating income, cash flow from operations or any other measure of financial performance presented in accordance with generally accepted accounting principles in the United States of America (“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 the company to measure its operations and are intended to exclude charges or credits of a non-routine nature that would detract from an understanding of our operations. Management believes that EBITDA and adjusted EBITDA present useful information to investors regarding the company’s operating performance during the fourth quarter and full year of 2013.
PACIFIC DRILLING S.A. AND SUBSIDIARIES
Supplementary Data - Reconciliation of Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA
(in thousands) (unaudited)

 	  	Three Months Ended
December 31,	 	  	Years Ended December 31,	 	
 	  	2013	 	  	2012	 	  	2013	 	  	2012	 	 	2011	 	
						
Net income (loss)	  	$	25,690	 	  	$	16,465	 	  	$	25,502	 	  	$	33,989	 	 	$	(2,903	)	
						
Add (subtract):	  				  				  				  				 				
Costs on interest rate swap termination	  	 	—  	 	  	 	—  	 	  	 	38,184	 	  	 	—  	 	 	 	—  	 	
Interest expense, other, net	  	 	25,770	 	  	 	32,747	 	  	 	94,027	 	  	 	104,685	 	 	 	9,889	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Interest expense	  	 	25,770	 	  	 	32,747	 	  	 	132,211	 	  	 	104,685	 	 	 	9,889	 	
Depreciation expense	  	 	39,713	 	  	 	36,463	 	  	 	149,465	 	  	 	127,698	 	 	 	11,619	 	
Income taxes	  	 	5,173	 	  	 	7,034	 	  	 	22,523	 	  	 	21,713	 	 	 	3,200	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
EBITDA	  	 	96,346	 	  	 	92,709	 	  	 	329,701	 	  	 	288,085	 	 	 	21,805	 	

Add (subtract):	  				  				  				  				 				
Costs on extinguishment of debt	  	 	—  	 	  	 	—  	 	  	 	28,428	 	  	 	—  	 	 	 	—  	 	
Loss of hire insurance recovery	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(23,671	)	 	 	(18,500	)	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Adjusted EBITDA	  	 	96,346	 	  	 	92,709	 	  	 	358,129	 	  	 	264,414	 	 	 	3,305	 	

10

Net Income Excluding Charges Reconciliation
During the second quarter of 2013, the company closed a refinancing transaction which resulted in material non-recurring costs of $66.6 million, primarily related to swap termination fees and the write-off of unamortized debt issue costs. Management believes that net income excluding charges related to our refinancing and loss of hire insurance recovery provides useful and comparable information to investors regarding the company’s operating performance. Specifically, the excluded charges are of a non-routine nature and detract from an understanding of our operating performance and comparisons with other periods. Net income excluding charges does not represent and should not be considered an alternative to or substitute for net income, operating income, cash flow from operations or any other measure of financial performance presented in accordance with GAAP, and our calculation of net income excluding charges may not be comparable to that reported by other companies.
PACIFIC DRILLING S.A. AND SUBSIDIARIES
Supplementary Data - Reconciliation of Net Income (Loss) and Earnings (Loss) per Share to Non-GAAP Net Income (Loss) Excluding Charges and Earnings (Loss) per Share Excluding Charges
(in thousands, except per share information) (unaudited)

 	  	Three Months Ended
December 31,	 	  	Years Ended December 31,	 	
 	  	2013	 	  	2012	 	  	2013	 	  	2012	 	 	2011	 	
						
Net income (loss)	  	$	25,690	 	  	$	16,465	 	  	$	25,502	 	  	$	33,989	 	 	$	(2,903	)	
						
Add (subtract):	  				  				  				  				 				
Loss of hire insurance recovery	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(23,671	)	 	 	(18,500	)	
Costs on interest rate swap termination	  	 	—  	 	  	 	—  	 	  	 	38,184	 	  	 	—  	 	 	 	—  	 	
Costs on extinguishment of debt	  	 	—  	 	  	 	—  	 	  	 	28,428	 	  	 	—  	 	 	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Net income (loss) excluding charges	  	 	25,690	 	  	 	16,465	 	  	 	92,114	 	  	 	10,318	 	 	 	(21,403	)	

Earnings (loss) per common share, basic and diluted	  	$	0.12	 	  	$	0.08	 	  	$	0.12	 	  	$	0.16	 	 	$	(0.01	)	
						
Add (subtract):	  				  				  				  				 				
Loss of hire insurance recovery	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(0.11	)	 	 	(0.09	)	
Costs on interest rate swap termination	  	 	—  	 	  	 	—  	 	  	 	0.18	 	  	 	—  	 	 	 	—  	 	
Costs on extinguishment of debt	  	 	—  	 	  	 	—  	 	  	 	0.13	 	  	 	—  	 	 	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Earnings (loss) excluding charges per common share, basic and diluted	  	 	0.12	 	  	 	0.08	 	  	 	0.43	 	  	 	0.05	 	 	 	(0.10	)	

11