- Annual Report (foreign private issuer) (40-F)
2011年3月30日 - 11:43PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
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or
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2010
Commission file number: 001-14534
PRECISION DRILLING CORPORATION
(Exact name of Registrant as specified in its charter)
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Alberta, Canada
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1381
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Not Applicable
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(Province or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification)
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incorporation or organization)
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Classification Code Number)
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4200-150 6th Avenue, S.W., Calgary, Alberta, Canada T2P 3Y7
(403) 716-4500
(Address and telephone number of Registrants principal executive offices)
Precision Drilling Oilfield Services Corporation, 10370 Richmond Avenue, Suite 600, Houston, Texas 77042
(713) 435-6184
(Name, address, (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Shares
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New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Information filed with this Form:
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Annual Information Form
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Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 275,686,676 Common Shares
outstanding as at December 31, 2010.
Indicate by check mark whether the Registrant by filing 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, as amended (the Exchange Act).
Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Registrant was required to submit and post such files).
Yes
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No
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The documents (or portions thereof) forming part of this Form 40-F are incorporated by reference
into the following registration statements under the Securities Act of 1933, as amended:
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Form
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Registration No.
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S-8
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333-167614
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F-10
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333-167610
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TABLE OF CONTENTS
DISCLOSURE CONTROLS AND PROCEDURES
For information on disclosure controls and procedures, see Evaluation of Disclosure Controls
and Procedures in the Annual Information Form for the fiscal year ended December 31, 2010, filed
as Exhibit 99.1 (the Annual Information Form) and Evaluation of Disclosure Controls and
Procedures in Managements Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 2010, filed as Exhibit 99.2 (Managements
Discussion and Analysis).
INTERNAL CONTROL OVER FINANCIAL REPORTING
For information on internal control over financial reporting, see Managements Report to the
Shareholders and Report of Independent Registered Public Accounting Firm in the Consolidated
Financial Statements for the fiscal year ended December 31, 2010, filed as Exhibit 99.3. Also see
Internal Control Over Financial Reporting in the Annual Information Form.
AUDIT COMMITTEE FINANCIAL EXPERT
The board of directors of the Registrant has determined that it has at least one audit
committee financial expert serving on its audit committee. Each of Patrick M. Murray, Allen R.
Hagerman and William T. Donovan has been designated an audit committee financial expert and is
independent, as that term is defined by the New York Stock Exchanges listing standards applicable
to the Registrant. See Audit Committee Information Composition of the Audit Committee and
Audit Committee Information Relevant Education and Experience in the Annual Information Form.
The Commission has indicated that the designation of a person as an audit committee financial
expert does not make them an expert for any purpose, impose any duties, obligations or liability
on them that is greater than that imposed on members of the audit committee and board of directors
who do not carry this designation or affect the duties, obligations or liability of any other
member of the audit committee or the board of directors.
CODE OF ETHICS
The Registrant has adopted the Code of Business Conduct and Ethics (the Code) which applies
to every director, officer and employee of the Registrant, including the principal executive
officer, principal financial officer, principal accounting officer or controller and any person
performing similar functions. The Code is available on the Registrants
website at www.precisiondrilling.com. No waivers have been granted from, and there have been
no amendments to, any provision of the Code during the 2010 fiscal year.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
For information on principal accountant fees and services, see Audit Committee Information
Pre-approval Policies and Procedures and Audit Committee Information Audit Fees in the Annual
Information Form.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements, as defined in this Form.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
For information on contractual obligations, see Capital and Liquidity Management General
in Managements Discussion and Analysis.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately-designated standing Audit Committee. The members of the Audit
Committee are:
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Chairman:
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Patrick M. Murray
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Members:
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Robert L. Phillips
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Allen R. Hagerman
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Robert J.S. Gibson
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William T. Donovan
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UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the staff of the Commission, and to furnish promptly, when requested
to do so by the Commission staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F
arises; or transactions in said securities.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Calgary, Province of Alberta,
Canada.
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Precision Drilling Corporation
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By:
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/s/ Kevin A. Neveu
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Name:
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Kevin A. Neveu
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Title:
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President and Chief Executive Officer
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Date: March 30, 2011
EXHIBITS
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Exhibit
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Number
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Description
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23.1
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Consent of KPMG LLP, Chartered Accountants.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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99.1
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Annual Information Form for the fiscal year ended December 31, 2010.
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99.2
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Managements Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended
December 31, 2010.
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99.3
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Consolidated Financial Statements for the fiscal year ended December 31, 2010.
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-3-
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