株探米国株
英語
エドガーで原本を確認する
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F

 

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

Commission file number: 001-14534

 

PRECISION DRILLING CORPORATION

(Exact name of Registrant as specified in its charter)

 

Alberta, Canada

1381

Not Applicable

(Province or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer Identification)

800, 525 - 8 Avenue, S.W., Calgary, Alberta, Canada T2P 1G1

(403) 716-4500

(Address and telephone number of Registrant’s principal executive offices)

Precision Drilling (US) Corporation, 10350 Richmond Avenue, Suite 700, Houston, Texas 77042

(713) 435-6100

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

PDS

New York Stock Exchange

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:

☒  Annual Information Form

☒  Audited annual financial statements

 


Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 13,779,502 Common Shares outstanding as at December 31, 2024.

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officer during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Auditor Firm Id:

85

Auditor Name:

KPMG LLP

Auditor Location:

Calgary, Alberta, Canada

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:

 

Form

Registration No.

S-8

333-194966

S-8

333-189046

S-8

333-189045

S-8

333-221226

S-8

333-276158

S-8

 333-283938

 

 


 

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, 2024, filed as Exhibit 99.1 (the “Annual Information Form”) and “Disclosure Controls and Procedures” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2024, filed as Exhibit 99.2 (“Management’s Discussion and Analysis”).

NOTICES PURSUANT TO REGULATION BTR

None.

INTERNAL CONTROL OVER FINANCIAL REPORTING

For information on internal control over financial reporting, see “Management’s Report to the Shareholders” in the Consolidated Financial Statements for the fiscal year ended December 31, 2024, filed as Exhibit 99.3. See also “Internal Control Over Financial Reporting” in the Management’s Discussion and Analysis.

ATTESTATION REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

KPMG LLP, the independent registered public accounting firm that audited the Registrant’s Consolidated Financial Statements for the fiscal year ended December 31, 2024, has issued an attestation report on internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” in the Consolidated Financial Statements for the fiscal year ended December 31, 2024, filed as Exhibit 99.3.

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 William T. Donovan, Lori A. Lancaster, Steven W. Krablin, David W. Williams, and Alice L. Wong has been designated an audit committee financial expert and is independent, as that term is defined by the New York Stock Exchange’s listing standards applicable to the Registrant. See “Audit Committee” and “Audit Committee – 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 Registrant’s website at www.precisiondrilling.com. No waivers have been granted from, and there have been no material amendments to, any provision of the Code during the 2024 fiscal year.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

For information on principal accountant fees and services, see “Audit Committee – Pre-approval Policies and Procedures” and “Audit Committee – Audit Fees” in the Annual Information Form.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

For information on contractual obligations, see “Financial Condition – Contractual Obligations” in Management’s Discussion and Analysis.

2


 

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately-designated standing Audit Committee. The members of the Audit Committee are:

 

Chairman:

 

William T. Donovan

 

 

 

Members:

 

Lori A. Lancaster

Steven W. Krablin

David W. Williams

Alice L. Wong

 

MINE SAFETY DISCLOSURE

Not applicable.

 

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

NYSE CORPORATE GOVERNANCE

The Registrant’s common shares are listed on the NYSE. A description of the significant ways in which the Registrant’s corporate governance practices differ from those required of domestic companies under NYSE listing standards is provided on the Registrant’s website at www.precisiondrilling.com.

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.

3


 

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.

 

Precision Drilling Corporation

 

 

 

 

By:

 

/s/ Kevin A. Neveu

 

 

 

 

Name:

 

Kevin A. Neveu

Date: March 10, 2025

 

 

 

Title:

 

President and Chief Executive Officer

 

4


 

EXHIBITS

Exhibit

Number

 

Description

 

 

 

23.1

 

Consent of KPMG LLP, Chartered Professional Accountants.

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

97.

 

NYSE Stock Exchange Recoupment Policy.

 

 

 

99.1

 

Annual Information Form for the fiscal year ended December 31, 2024.

 

 

 

99.2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2024.

 

 

 

99.3

 

Consolidated Financial Statements for the fiscal year ended December 31, 2024.

 

 

 

99.4

 

Supplemental Information.

 

 

 

101

 

Interactive data files (formatted as Inline XBRL) with respect to the Annual Consolidated Financial Statements of Precision Drilling Corporation for the fiscal year ended December 31, 2024.

 

 

 

104

 

Cover page Interactive Data File (embedded within the Inline XBRL document).

 

5


EX-23.1 2 pds-ex23_1.htm EX-23.1 EX-23.1

Exhibit 23.1

 

Consent Of Independent Registered Public Accounting Firm

 

The Board of Directors of Precision Drilling Corporation

 

We consent to the use of our report dated March 7, 2025 on the consolidated financial statements of Precision Drilling Corporation (the “Entity”) which comprise the consolidated statement of financial position as at December 31, 2024 and December 31, 2023, the related consolidated statements of net earnings, comprehensive income, changes in equity and cash flows for each of the years then ended, and the related notes (collectively the “consolidated financial statements”), and our report dated March 7, 2025 on the effectiveness of the Entity’s internal control over financial reporting as of December 31, 2024, each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2024.

 

We also consent to the incorporation by reference of such reports in the Registration Statements (Nos. 333-194966, 333-189046, 333-189045, 333-221226, 333-276158, 333-283938) on Forms S-8 of Precision Drilling Corporation.

 

/s/ KPMG LLP

Chartered Professional Accountants

Calgary, Canada
March 10, 2025

 


EX-31.1 3 pds-ex31_1.htm EX-31.1 EX-31.1

 

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin A. Neveu, certify that:

1.
I have reviewed this annual report on Form 40-F of Precision Drilling Corporation;
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 Precision Drilling Corporation as of, and for, the periods presented in this report;
4.
Precision Drilling Corporation’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Precision Drilling Corporation 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 Precision Drilling Corporation, 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)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of Precision Drilling Corporation’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
(d)
Disclosed in this report any change in the Precision Drilling Corporation’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Precision Drilling Corporation’s internal control over financial reporting; and
5.
Precision Drilling Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Precision Drilling Corporation’s auditors and the audit committee of Precision Drilling Corporation’s board of directors (or persons performing the equivalent function):
(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 Precision Drilling Corporation’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 Precision Drilling Corporation’s internal control over financial reporting.

Dated: March 10, 2025

 

By:

 

/s/ Kevin A. Neveu

 

 

Kevin A. Neveu

President and Chief Executive Officer

Precision Drilling Corporation

 

 


EX-31.2 4 pds-ex31_2.htm EX-31.2 EX-31.2

 

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carey T. Ford, certify that:

1.
I have reviewed this annual report on Form 40-F of Precision Drilling Corporation;
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 Precision Drilling Corporation as of, and for, the periods presented in this report;
4.
Precision Drilling Corporation’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Precision Drilling Corporation 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 Precision Drilling Corporation, 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)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of Precision Drilling Corporation’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
(d)
Disclosed in this report any change in the Precision Drilling Corporation’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Precision Drilling Corporation’s internal control over financial reporting; and
5.
Precision Drilling Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Precision Drilling Corporation’s auditors and the audit committee of Precision Drilling Corporation’s board of directors (or persons performing the equivalent function):
(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 Precision Drilling Corporation’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 Precision Drilling Corporation’s internal control over financial reporting.

Dated: March 10, 2025

By:

 

/s/ Carey T. Ford

 

 

Carey T. Ford

Chief Financial Officer

Precision Drilling Corporation

 

 


EX-32.1 5 pds-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

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

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Annual Report of Precision Drilling Corporation on Form 40-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President and Chief Executive Officer of Precision Drilling Corporation, hereby certifies, to such officer’s knowledge, that:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) 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 results of operations of Precision Drilling Corporation.

Dated: March 10, 2025

By:

 

/s/ Kevin A. Neveu

 

 

Kevin A. Neveu

President and Chief Executive Officer

Precision Drilling Corporation

 


EX-32.2 6 pds-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

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

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Annual Report of Precision Drilling Corporation on Form 40-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of Precision Drilling Corporation, hereby certifies, to such officer’s knowledge, that:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) 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 results of operations of Precision Drilling Corporation.

Dated: March 10, 2025

By:

 

/s/ Carey T. Ford

 

 

Carey T. Ford

Chief Financial Officer

Precision Drilling Corporation

 

 


EX-97 7 pds-ex97.htm EX-97 EX-97

Exhibit 97.

In this Policy

We, Us, Our and Precision mean Precision Drilling Corporation and its subsidiaries and affiliates
You, Your and Precision Persons mean our employees, officers and contractors
Board means our Board of Directors
Policy means this Compensation Recoupment policy

About This Policy

Incentive-based compensation received by an employee of the Corporation or a subsidiary of the Corporation (“Subsidiary”) who currently serves or previously served as an Executive Officer is subject to recoupment in the circumstances set out in this Stock Exchange Recoupment Policy. This Stock Exchange Recoupment Policy has been adopted in compliance with the requirements of Section 10D of the Securities Exchange Act of 1934 and the listing standards of the NYSE (the “Exchange”). It shall apply so long as the Corporation has a class of securities publicly listed on a United States national securities exchange or a national securities association.

Application

“Executive Officer” means the Corporation’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president (or equivalent) of the Corporation or its Subsidiary in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Corporation or its Subsidiary. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an Executive Officer for purposes of this Stock Exchange Recoupment Policy would include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).

“Incentive-based compensation” means any compensation that is: (a) granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure; or (b) determined based on (or otherwise calculated by reference to) compensation in (a) above [(this may include, without limitation, amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement, any notional account that is based thereon, as well as any earnings or dividend equivalents accrued thereon)]1.

Notes:

1.
The square bracketed language is not prescribed by the U.S. rules but provides helpful guidance on the concept.

“Financial reporting measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Corporation’s financial statements, (ii) stock price, (iii) total shareholder return, and (iv) any measures that are derived wholly or in part from any measure referenced in (i), (ii), or (iii). A financial reporting measure need not be presented within the financial statements or included in a filing with governmental authorities.

When is Incentive-based Compensation Subject to Recoupment?

In the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial

Precision Drilling Corporation NYSE Stock Exchange Recoupment Policy 1


 

statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “financial restatement”), then, subject to the below section, the Corporation or a Subsidiary shall recoup reasonably promptly the amount of erroneously awarded incentive-based compensation received during or related to the relevant recovery period from a current or former employee of the Corporation or a Subsidiary who served as an Executive Officer.

For clarity, this Stock Exchange Recoupment Policy shall only apply in situations where a financial restatement is the result of material non-compliance with financial reporting requirements under securities laws. A restatement due to the following circumstances shall not require the application of this Stock Exchange Recoupment Policy: (1) an out-of-period adjustment (i.e., the correction of an immaterial error in previously-issued financial statements, provided that such correction is immaterial to the current period), (2) an accounting restatement pursuant to an order issued by an applicable securities regulatory authority (provided such order is unrelated to any material non-compliance of the Corporation with any financial reporting requirement under securities laws), (3) the retrospective application of a change in applicable accounting principles, rules, standards or interpretations, (4) the retrospective revision to reportable segment information due to a change in the structure of the Corporation’s internal organization, (5) a retrospective reclassification due to a discontinued operation, (6) the retrospective application of a change in reporting entity, such as from a reorganization of entities under common control, (7) retrospective adjustments to provisional amounts in connection with a prior business combination, and (8) retrospective revision for stock splits, stock dividends, or other changes in the Corporation’s capital structure.

This Stock Exchange Recoupment Policy applies to all incentive-based compensation received2 by a person on or after October 2, 2023: (a) after beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for that incentive-based compensation; (c) while the Corporation has a class of securities listed on a national securities exchange or a national securities association; and (d) during the three completed fiscal years immediately preceding the date that the Corporation is required to prepare an accounting restatement, plus any transition period (that results from a change in the Corporation’s fiscal year) within or immediately following those three completed fiscal years; provided that, a transition period between the last day of the Corporation’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year (such total time period, the “relevant recovery period”).

Notes:

2.
Incentive-based compensation is deemed received in the Corporation’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.

For purposes of determining the relevant recovery period, the date that the Corporation is required to prepare an accounting restatement is the earlier to occur of: (a) the date the Corporation’s board of directors, a committee of the board of directors, or the officer or officers of Corporation authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Corporation is required to prepare an accounting restatement; or (b) the date a court, regulator, or other legally authorized body directs the Corporation to prepare an accounting restatement.

2 Precision Drilling Corporation NYSE Stock Exchange Recoupment Policy


 

Determination of Erroneously Awarded Incentive-based Compensation

The amount to be recouped in connection with a financial restatement (the “erroneously awarded incentive-based compensation”) is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the financial restatement, and must be computed without regard to any taxes paid.

For incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (i) the amount must be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received; and (ii) the Corporation or its applicable Subsidiary must maintain documentation of the determination of that reasonable estimate and provide such documentation to the applicable stock exchanges.

Determination and Process

Except as set forth in subsection below, the Corporation may not accept an amount that is less than the recoupment amount in satisfaction of the Executive Officer’s obligations under this Stock Exchange Recoupment Policy.

To the extent that an Executive Officer has already reimbursed or repaid the Corporation for any recoupment amount received under any duplicative recovery obligations established by the Corporation or applicable law, such amount shall be credited to the recoupment amount that is subject to recovery under this Stock Exchange Recoupment Policy.

Discretion

In determining that an individual’s incentive-based compensation is subject to recoupment under this policy and, if so, the amount which is subject to recoupment (the “recoupment amount”), the Corporation’s committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the Corporation’s board of directors may take into account the following factors:

the direct expense paid to a third party to assist in enforcing this policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the Corporation must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover, and provide that documentation to the applicable stock exchanges;
recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on violation of home country law, the Corporation must obtain an opinion of home country counsel, acceptable to the applicable stock exchanges, that recovery would result in such a violation, and must provide such opinion to the applicable stock exchanges; and

Precision Drilling Corporation NYSE Stock Exchange Recoupment Policy 3


 

recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

Determinations and Due Process

An individual whose incentive-based compensation is subject to recoupment under this policy will be provided with written notice of the intention to recoup amounts under this policy and the reasons therefor and the opportunity to be heard (which may be in-person, telephone or in writing, as determined by the Board of Directors or a committee thereof). All determinations by the Board of Directors or a committee thereof with respect to this policy shall be final and binding on all interested parties.

Procedure for Recoupment3

Recoupment of erroneously incentive-based compensation received may include any or all of the following: (i) [withholding], forfeiture or cancellation of unpaid incentive-based compensation (including bonus, options, share appreciation rights, restricted share units, restricted performance share units and all equivalents); (ii) require repayment to the Corporation or Subsidiary of incentive-based compensation amounts previously received by the individual in respect of the relevant recovery period (including any amounts withheld by the Corporation or a Subsidiary in respect of taxes and remitted to an applicable tax authority); (iii) to the extent not subject to forfeiture or cancellation in accordance with (i) above, forfeiture of any pre-tax payments that would be made by the Corporation on behalf of the Executive Officer, which, but for the recoupment under this policy, would be paid by the Corporation on behalf of the Executive Officer for any future amounts owed; and (iv) seeking recovery on any gain realized on the exercise, settlement, sale, transfer or other disposition of any equity received from any option or share appreciation right.

Where recoupment is to be effected by reimbursement or payment of amounts pursuant to any of clause (ii), (iii) and (iv) above, the Corporation or the Subsidiary shall make written demand upon the individual for such amounts. To the extent the recoupment amount is not immediately recovered by forfeiture or cancellation of unpaid incentive-based compensation pursuant to clause (i) above or by payment from the individual following a written demand therefore, the Corporation or the Subsidiary may, subject to applicable law, deduct the recoupment amount, or any unrecovered portion thereof, from salary, wages and/or any other compensation, subject to such limitations as may be prescribed by applicable law,4 whether or not referable to the relevant recovery period owing, awarded or payable by the Corporation or Subsidiary to the individual or withhold, forfeit and/or cancel [or set off against] any incentive compensation not relating to such period [and/or set off against any other amounts payable to the individual] to make up for any unrecovered portion of the recoupment amount, and to bring any other actions against the individual which it may deem necessary or advisable to recover all of the recoupment amount.

Notes:

3.
We recommend that this Stock Exchange Recoupment Policy provide that the Corporation can recoup the amount from any source. However, recoupment can be limited to just the incentive-based compensation received in respect of the relevant recovery period. We have square bracketed where additional changes can be made in this Subsection 0 based on the Corporation’s preference.
4.
Note that authorization in writing from the employee is required to deduct a specific amount from wages. Generally, either the amount or a formula for determining the amount must be included in such authorization. The inclusion of this sentence in the Stock Exchange Recoupment Policy does not likely constitute authorization. If the Corporation intends to deduct all or part of the recoupment amount from an employee’s

4 Precision Drilling Corporation NYSE Stock Exchange Recoupment Policy


 

wages, consent should be obtained (preferably at the time the amount is known, however, it may be helpful to have the employee sign an authorization in advance concurrently with this Stock Exchange Recoupment Policy).

No Indemnification or Compensation for Recoupment

Notwithstanding any provision of the Articles or By-laws of the Corporation or of any agreement between the Corporation and an employee, employees are not entitled to be indemnified for any portion of any incentive-based compensation which is subject to recoupment under this Stock Exchange Recoupment Policy or any taxes previously paid or other costs associated with the receipt of such incentive-based compensation or the application of this Stock Exchange Recoupment Policy.

General

This Stock Exchange Recoupment Policy is in addition to any other action or remedy available to the Corporation or Subsidiary against the individual under applicable law, up to and including termination of employment and/or legal action for breach of fiduciary duty.

Any employment agreement or incentive award or similar agreement entered into or amended after the effective date of this Stock Exchange Recoupment Policy may, as a condition to the grant of any benefit covered by such agreement or award, require the affected employee to contractually agree to abide by the terms of this Stock Exchange Recoupment Policy.

History of This Policy

The Board approved this Policy as a governance practice on October 25, 2023.

Precision Drilling Corporation NYSE Stock Exchange Recoupment Policy 5


EX-99.1 9 pds-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img194031366_0.jpg

 


 

PRECISION DRILLING ANNUAL INFORMATION FORM

 

 

Throughout this Annual Information Form (AIF), the terms, we, us, our, Corporation, Company, Precision and Precision Drilling mean Precision Drilling Corporation and, where indicated, all our consolidated subsidiaries and any partnerships of which we and/or our Subsidiaries are a part.

Information in the AIF is as of December 31, 2024 unless specified otherwise. All amounts are in Canadian dollars unless specified otherwise.

 

 

 

TABLE OF CONTENTS

 

1

About Precision

 

1

Corporate Governance

 

2

Corporate Structure

 

3

Recent Developments and Three-Year History

 

8

Our Business

 

8

Business Segments Overview

 

9

Contract Drilling Services

 

12

Completion and Production Services

 

14

Corporate Responsibility

 

15

Capital Structure

 

15

Common Shares

 

18

Preferred Shares

 

19

Material Debt

 

23

Risks in Our Business

 

37

Our Directors and Officers

 

37

Board of Directors

 

39

Our Board Committees

 

41

Our Executive Officers

 

42

Other Material Information

 

42

Interests of Experts

 

42

Materials Contracts

 

42

Legal Proceedings and Regulatory Actions

 

42

Management’s Discussion and Analysis

 

42

Transfer Agent and Registrar

 

42

Additional Information About Precision

 

42

About Registered Trademarks

 

43

Financial Measures and Ratios

 

43

Cautionary Statement About Forward-Looking Information and Statements

 

45

Appendix

 

45

Audit Committee Charter

 

 


 

ABOUT PRECISION

 

 

Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision offers an industry-leading digital technology portfolio known as AlphaTM technologies that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Additionally, Precision's oil field services include well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel. Our drilling services are enhanced by our EverGreenTM suite of environmental solutions, which bolsters our commitment to reducing the environmental impact on our operations.

From our founding as a private drilling contractor in 1951, Precision has grown to become one of the most active drillers in North America. Our High Performance, High Value competitive advantage is underpinned by four distinguishing features:

a high-quality land drilling rig fleet, with Super Series rigs, AlphaTM technologies, and EverGreenTM environmental solutions to deliver consistent, repeatable, high-quality wellbores while improving safety, performance, operational efficiency and reducing environmental impact
size and scale of our vertically integrated operations that provide higher margins and better service capabilities
an inclusive culture focused on operational excellence, which includes corporate responsibility, safety and field performance, and
a capital structure that provides long-term stability, flexibility and liquidity, allowing us to take advantage of business cycle opportunities.

CORPORATE GOVERNANCE

At Precision, we integrate financial, environmental, and social responsibility seamlessly into our operations, adhering closely to our core values and corporate governance principles. Guided by these principles and with the support and oversight of our Board of Directors (Board), we are committed to upholding our elevated standards of ethics and integrity. We recognize that governance practices such as board independence, proactive shareholder engagement and risk management help us sustain the trust we have built with our stakeholders.

To deliver results, we focus on operational excellence, top-tier environmental, social and governance (ESG) performance within our industry and productive stakeholder engagement. We integrate our health, safety and environmental (HSE) commitment into our operations and incorporate HSE and ESG performance goals in our compensation program.

In 2024, we completed the transition of our ESG performance data to our interactive web page, the primary platform showcasing our progress in ESG initiatives. The site offers recurring updates on our ESG performance, providing a dynamic and ongoing views of our commitment to ESG. We also expanded our reporting to include additional elements from the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) guidelines. We invite you to review some of our ESG highlights beginning on page 14 or, for more fulsome information, you can explore our ESG initiatives by visiting our website at www.precisiondrilling.com/esg/.

Last year, we also achieved our target of at least 30% female representation on our Board. To learn more about our diversity efforts, please read our Management Information Circular for our 2025 Annual Meeting of Shareholders, which will be released in April 2025, or visit our website.

Our directors have a history of achievement and an effective mix of skills, knowledge and business experience. The directors continue to provide oversight in support of future operations and monitor regulatory developments and governance best practices in Canada, the United States (U.S.) and internationally. As part of their oversight, our Board has established three standing committees, comprised of independent directors, to help carry out its responsibilities effectively:

Audit Committee
Corporate Governance, Nominating and Risk Committee (CGNRC), and
Human Resources and Compensation Committee (HRCC).

The Board may also create special ad hoc committees from time to time to deal with important matters that arise.

Management has also established internal committees, including the Enterprise Risk Management Committee, the Compliance Committee, the Disclosure Committee and the Health, Safety, Environment and Corporate Responsibility Council (HSE and Corporate Responsibility Council). Two of our directors, Mr. Williams, and Ms. Wong are active members of the HSE and Corporate Responsibility Council and attend quarterly meetings.

Precision Drilling Corporation 2024 Annual Information Form 1


 

CORPORATE STRUCTURE

Precision was formed by amalgamation under the Business Corporations Act (Alberta). We previously operated as an income trust, known as Precision Drilling Trust, and converted to a corporate entity on June 1, 2010, under a statutory plan of arrangement.

Our common shares trade on the Toronto Stock Exchange (TSX), under the symbol PD, and on the New York Stock Exchange (NYSE), under the symbol PDS.

Our principal corporate and registered office is at:

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta

Canada T2P 1G1

Phone:

Email:

Website:

403.716.4500

info@precisiondrilling.com

www.precisiondrilling.com

The chart below shows our organizational structure and material subsidiaries or partnerships, including the jurisdiction where each was incorporated, formed or continued and whether we hold the voting securities directly or indirectly. For simplification, non-material subsidiaries are excluded.

img194031366_1.jpg

Precision Drilling Corporation 2024 Annual Information Form 2


 

RECENT DEVELOPMENTS AND THREE-YEAR HISTORY

In recent years, North American crude oil and natural gas producers have undergone a noteworthy shift in priorities, transitioning from a primary focus on production growth to a heightened emphasis on debt reduction and returning capital to shareholders. We remain steadfast in our commitment to delivering value for our shareholders through disciplined financial management and strategic capital allocation. Over the past three years, we have successfully reduced our debt by $435 million while allocating $115 million to share repurchases. Looking ahead to 2025, we plan to further enhance shareholder returns by allocating 35% to 45% of our free cash flow, before debt repayments, directly to shareholders. Additionally, we aim to reduce debt by at least another $100 million and have revised our long-term debt reduction target to $700 million from 2022 to 2027. These initiatives position us to achieve a sustained Net Debt to Adjusted EBITDA ratio(1) below 1.0 times. As we progress, we are committed to transitioning toward a capital return model that directs approximately 50% of free cash flow, before debt repayments, to our shareholders, reinforcing our focus on long-term value creation and financial strength.

In 2024, Precision demonstrated the resilience and consistency of our cash flow, generating $482 million in cash from operations. This performance enabled us to exceed our debt reduction and shareholder return targets while increasing our cash balance by $20 million. Our High Performance, High Value strategy bolstered by our industry-leading Super Series rigs, AlphaTM technologies, and EvergreenTM suite of environmental solution, continues set us apart in delivering exceptional value to our customers and stakeholders.

Together, these achievements underscore our unwavering commitment to operational excellence, financial discipline, and sustainable growth, positioning Precision as a trusted partner and a leader in the land drilling industry.

Notes:

(1)
Non-GAAP measure - see Financial Measures and Ratios on page 43.

Accomplishments and Highlights

We consistently establish annual strategic priorities. As part of our management approach, we hold ourselves accountable by preparing quarterly updates on the progress made towards these priorities, culminating in a comprehensive year-end report highlighting the achieved results. Our enduring commitment is underscored by a robust multi-year track record, showcasing our ability to deliver tangible outcomes in alignment with our stated priorities.

2024 Accomplishments

2024 Strategic Priorities

2024 Results

Concentrate organizational efforts on leveraging our scale and generating free cash flow

Delivered $482 million in cash provided by operations, allowing us to meet our debt reduction and share repurchase goals and increase our cash balance by $20 million.
Increased utilization of our Super Single and teledouble rigs, driving Canadian drilling activity up 12% over 2023.
Successfully integrated our 2023 acquisition of CWC Energy Services Corp. (CWC), increasing Completion and Production Services operating hours and Adjusted EBITDA(1) 26% and 30%, respectively, year over year. Achieved our $20 million annual synergies target from the acquisition.
Internationally, increased our activity 37% year over year and realized US$150 million in contract drilling revenue compared to US$108 million in 2023.

Reduce debt by $150 million to $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times in 2025. Increase long-term debt reduction target to $600 million between 2022 and 2026 and continue to move direct shareholder capital returns towards 50% of free cash flow

Reduced debt by $176 million and ended the year with a Net Debt to Adjusted EBITDA ratio(1) of approximately 1.4 times. On track to achieve a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
Returned $75 million to shareholders through share repurchases, achieving the midpoint of our target range.
Renewed our Normal Course Issuer Bid (NCIB), allowing purchases of up to 10% of the public float.

Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our AlphaTM and EverGreenTM products

Increased our Canadian drilling rig utilization days and well service rig operating hours year over year, maintaining our position as the leading provider of high-quality and reliable services in Canada.
Invested $52 million in expansion and upgrade capital to ensure our drilling rigs.
Nearly doubled our EverGreenTM revenue year over year.
Continued to expand our EverGreenTM product offering on our Super Single rigs with LED mast lighting and hydrogen injection systems.

Notes:

(1)
Non-GAAP measure – see Financial Measures and Ratios on page 43.

2024 Highlights

Industry Conditions

In 2024, global energy demand continued to increase; however, ongoing economic uncertainty and geopolitical instability led to a slight compression in energy prices. In the U.S., WTI crude oil prices averaged US$75.73 per barrel, a modest 2% decline from US$77.62 in 2023, while Henry Hub natural gas prices fell 10% to an average of US$2.41 per MMBtu. U.S. producers maintained capital discipline in response to price volatility, resulting in a 13% year-over-year reduction in drilling activity. In contrast, Canadian drilling activity rose by 6%, supported by the startup of the Trans Mountain pipeline expansion in May, which

Precision Drilling Corporation 2024 Annual Information Form 3


 

added additional oil export capacity. Favorable oil pricing, driven by improving heavy oil differentials and a weaker Canadian dollar, further bolstered activity levels in the region.

Capital Expenditures

Our capital spending for the year totaled $217 million, including $165 million for maintenance and infrastructure and $52 million for expansion and upgrades.

See Financial Measures and Ratios on page 43.

International Drilling Contracts

Precision had eight active rigs in the Middle East, three in the Kingdom of Saudi Arabia and five in Kuwait in 2024. The majority of these rigs are under five-year term contracts that stretch into 2027 and 2028.

Technology Initiatives

In 2024, Precision Drilling continued to solidify its leadership in innovation by driving advancements in automation, robotics, and predictive maintenance technologies. These initiatives reflect our unwavering commitment to enhancing operational efficiency, improving safety, and delivering superior value to our customers.

AlphaTM: As of December 31, 2024, Precision had 76 AlphaTM rigs throughout North America, representing approximately 80% of our Super Triple fleet. Our AlphaTM rigs are fully digitally-enabled, pad-walking AC Super Triples equipped with AlphaAutomationTM and a platform to deploy AlphaAppsTM and AlphaAnalyticsTM. Precision’s AlphaTM rigs have been fully commercialized in numerous basins since November 2019.
Robotics: In 2024, Precision deployed its first Super Triple with rig floor robotics, which incorporated a modular fully automated pipe handling system. By collaborating with AlphaAutomationTM, our rig floor robotics offer a comprehensive and seamless automation solution, optimizing operational efficiency and increasing safety standards.

See AlphaTM Technologies on page 10.

EverGreenTM Suite of Environmental Solutions

During 2024, Precision continued to extend its market penetration of its EverGreenTM suite of environmental solutions, which encompasses the development and implementation of a diverse range of technologies specifically designed to quantify and reduce greenhouse gas (GHG) emissions during rig operations. In 2024, we extended our EverGreenTM product offerings to our Super Single rigs with LED mast lighting and EverGreenHydrogenTM systems. We have multiple commercial agreements in place for our EverGreenTM products as approximately 65% of our AC Super Triple rigs were equipped with at least one EverGreenTM product, including 16 Battery Energy Storage Systems (BESS) and 30 fuel monitoring systems at December 31, 2024. Precision also has several rigs equipped with dual-fuel engines, natural gas engines and/or grid tie-in technology.

See EverGreenTM Suite of Environmental Solutions on page 11.

Debt Repayments

In 2024, we repaid $176 million of debt from the partial redemption of our 2026 unsecured senior notes and repayment and termination of our Canadian and U.S. Real Estate Credit Facilities, allowing us to meet our debt reduction target of between $150 million and $200 million for the year. On June 28, 2024, we extended our Senior Credit Facility’s maturity date to June 28, 2027, revised the available borrowing capacity to US$375 million and amended certain terms of the facility.

See Capital Structure – Material Debt on page 19.

Normal Course Issuer Bid

On September 19, 2024, we renewed our NCIB through the facilities of the TSX and NYSE. The NCIB allows us to buyback up to 1,359,108 common shares, or approximately 10% of the public float as of September 5, 2024 for cancellation. For the year ended December 31, 2024, we repurchased and cancelled 833,614 common shares for approximately $75 million. These repurchases were funded from cash flow and accounted for approximately 6% of our available public float.

Board of Directors

In 2024, Alice L. Wong was elected to the Board, and we achieved 30% female representation on the Board, as targeted in our Diversity Policy. This is an important step to increasing diversity on our Board.

Precision Drilling Corporation 2024 Annual Information Form 4


 

2023 Accomplishments

2023 Strategic Priorities

2023 Results

Deliver High Performance, High Value service through operational excellence

Increased our Canadian drilling rig utilization days and well servicing rig operating hours over 2022, maintaining our position as the leading provider of high-quality and reliable services in Canada.
Recertified and reactivated a total of four rigs in the Middle East, exiting 2023 with eight active rigs that represent approximately US$475 million in backlog revenue that stretches into 2028.
Acquired CWC, expanding our Canadian well servicing business and drilling fleets in both Canada and the U.S.
Upgraded and added the industry's most advanced AC Super Triple rig to our Canadian fleet, equipped with AlphaTM, EverGreenTM, and rig floor robotics.
Coached over 900 rig-based employees through our New Employee Orientation focused on industry-leading safety and performance training at our world-class facilities in Nisku, Alberta and Houston, Texas.

Maximize free cash flow by increasing Adjusted EBITDA(1) margins, revenue efficiency, and growing revenue from AlphaTM technologies and EverGreenTM suite of environmental solutions

Generated cash provided by operations of $501 million, a 111% increase over 2022.
Increased our daily operating margins(2) by approximately 39% in Canada and 69% in the U.S. year over year.
Grew combined Alpha™ and EverGreenTM revenue by over 10% compared to 2022.
Ended the year with 75 AC Super Triple Alpha™ rigs compared to 70 at the beginning of the year.
Scaled our EverGreenTM suite of environmental solutions, ending the year with approximately 65% of our AC Super Triple rigs equipped with at least one EverGreenTM product, including 13 EverGreenTM BESS versus seven a year ago.
Integrated the well servicing assets from our 2022 acquisition of High Arctic Energy Services Inc. (High Arctic), which helped increase our Completion and Production Services’ Adjusted EBITDA(1) 34% in 2023 compared to 2022.

Reduce debt by at least $150 million and allocate 10% to 20% of free cash flow before debt repayments for share repurchases. Long-term debt reduction target of $500 million between 2022 and 2025 and sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times by the end of 2025

Reduced debt by $152 million and ended the year with more than $600 million of available liquidity(3).
Returned $30 million of capital to shareholders through share repurchases.
Renewed our Normal Course Issuer Bid (NCIB), allowing purchases of up to 10% of the public float.
Ended the year with a Net Debt to Adjusted EBITDA ratio(1) of approximately 1.4 times and remain committed to reaching a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times by end of 2025.

Notes:

(1)
Non-GAAP measure – see Financial Measures and Ratios on page 43.
(2)
Revenue per utilization day less operating costs per utilization day.
(3)
Available liquidity is defined as cash plus unused credit facility capacity.

2023 Highlights

Industry Conditions

In 2023, even though demand for global energy increased, economic uncertainty and geopolitical instability caused energy prices to compress. In the U.S., WTI averaged US$77.62 per barrel, a decrease of 18% from the prior year, and Henry Hub natural gas prices decreased 59% to average US$2.67 per MMBtu. U.S. producers continued to show capital discipline and, with lower prices, moderating but continued-inflation, and climbing interest rates, reduced their drilling activity 21% throughout the year. In Canada, drilling activity was relatively flat year-over-year as imminent hydrocarbon export capacity and favorable oil pricing, due to a weaker Canadian dollar exchange rate and improving heavy oil differentials, supported activity.

Capital Expenditures and Asset Decommissioning

Our capital spending for the year totaled $227 million, including $164 million for maintenance and infrastructure and $63 million for expansion and upgrades. We decommissioned 20 Canadian and seven U.S. legacy drilling rigs, recognizing an asset decommissioning charge of $10 million.

CWC Energy Services Corp. Acquisition

On November 8, 2023, Precision acquired all of the issued and outstanding common shares of CWC for consideration of $14 million in cash and the issuance of 947,807 Precision common shares.

International Drilling Contracts

In 2023, Precision recertified and reactivated a total of four rigs in the Middle East, exited the year with eight active rigs, three in the Kingdom of Saudi Arabia and five in Kuwait. The majority of these rigs are under five-year term contracts that stretch into 2027 and 2028.

Debt Repayments

In 2023, we repaid $152 million of debt, meeting our debt reduction target of at least $150 million for the year. In 2023, we removed certain non-extending lenders from our Senior Credit Facility and reduced the total commitment from US$500 million to US$447 million.

Precision Drilling Corporation 2024 Annual Information Form 5


 

Technology Initiatives

As of December 31, 2023, Precision had 75 AlphaTM rigs throughout North America compared to 70 at the beginning of the year.

Predictive Maintenance: In 2023, Precision developed, piloted and scaled an industry-leading asset health platform with the first phase focused on mud pump health. This platform leverages operational digital twin technology and Machine Learning models to support field operations.
Rig Floor Robotics: The incorporation of a modular fully automated pipe handling system represents a pioneering achievement in the industry, positioning our land drilling rig at the forefront of technological advancement. By collaborating with AlphaAutomationTM, our rig floor robotics offer a comprehensive and seamless automation solution, optimizing operational efficiency and increasing safety standards.

EverGreenTM Suite of Environmental Solutions

Precision’s EverGreenTM suite of environmental solutions encompasses the development and implementation of multiple technologies aimed at quantifying and reducing greenhouse gas emissions at the wellsite. As of December 31, 2023, approximately 65% of our AC Super Triple rigs were equipped with at least one EverGreenTM product, including 13 BESS compared to seven at the beginning of the year. As of December 31, 2023, Precision also had over 60 rigs equipped with dual-fuel engines, natural gas engines and/or grid tie-in technology.

Normal Course Issuer Bid

On September 19, 2023, we renewed our NCIB through the facilities of the TSX and NYSE. The NCIB allows us to buyback up to 1,326,321 common shares, or approximately 10% of the public float as of September 5, 2023 for cancellation. For the year ended December 31, 2023, we repurchased and cancelled 412,623 common shares for approximately $30 million. These repurchases were funded from cash flow and accounted for approximately 3% of our available public float.

 

2022 Accomplishments

2022 Strategic Priorities

2022 Results

Grow revenue through scaling AlphaTM technologies and EverGreenTM suite of environmental solutions across Precision's Super Series rig fleet and further competitive differentiation through ESG initiatives

Grew AlphaTM revenue by over 60% compared to 2021.
Increased total paid days for AlphaAutomationTM by over 50% from 2021.
Ended the year with 70 AlphaTM rigs, a 49% increase from the beginning of the year.
Expanded our commercial AlphaAppsTM to 21 versus 16 a year ago and increased AlphaAppsTM paid days by 15% from 2021.
Exited 2022 with seven field deployed EverGreenTM BESS, 15 EverGreenTM Integrated Power and Emissions Monitoring Systems and 21 high mast LED lighting systems.

Grow free cash flow by maximizing operating leverage as demand for our High Performance, High Value services continues to rebound

Generated cash provided by operations of $237 million, representing a 70% increase over the prior year.
Grew our active rig count by 40% in the U.S. and 30% in Canada as compared with 2021.
Increased our daily operating margins 41% in the U.S. and 36% in Canada.
Acquired High Arctic’s well servicing business and associated rental assets and increased our Completion and Production Services’ Adjusted EBITDA to $38 million versus $6 million in 2021
Awarded four five-year drilling contracts in Kuwait. Our eight long-term contracts will generate steady and reliable cash flow into 2028.

Utilize free cash flow to continue strengthening our balance sheet while investing in our people, equipment, and returning capital to shareholders

Reduced debt by $106 million.
Returned $10 million of capital to shareholders through share repurchases.
Reinvested $184 million into our equipment and infrastructure and disposed of non-core and underutilized assets for proceeds of $37 million.
Hired and trained over 1,300 people new to the industry and increased our number of field coaches who conducted 155 site visits and provide over 10,000 hours of training.

2022 Highlights

Industry Conditions

With positive supply-demand fundamentals for energy, oil and natural gas commodity prices were strong in 2022 but dynamic as geopolitical issues, supply chain disruptions, inflation and climbing interest rates increased economic uncertainty. In the U.S., WTI averaged US$94.23 per barrel, an increase of 39% from 2021, and Henry Hub natural gas prices increased 75% to average US$6.51 per MMBtu.

Capital Expenditures

Our capital spending for 2022 totaled $184 million and by spend category included $121 million for maintenance and infrastructure and $63 million for expansion and upgrades.

Precision Drilling Corporation 2024 Annual Information Form 6


 

High Arctic Energy Services, Inc. Acquisition

On July 27, 2022, we acquired the well servicing business and associated rental assets of High Arctic for an aggregate purchase price of $38 million, payable in cash. The transaction provided Precision with well servicing rigs, related rental assets, ancillary support equipment, inventories and spares, and six additional operating facilities in key basins, four of which are owned.

International Drilling Contracts

On October 19, 2022, we announced Precision was awarded four drilling contracts in Kuwait, each with a five-year term and an optional one-year renewal. The contract awards are for our AC Super Triple 3000 HP rigs. During the year, Precision also signed three rig contracts in the Kingdom of Saudi Arabia to five-year contract extensions.

Technology Initiatives

As of December 31, 2022, Precision had 70 AlphaTM rigs throughout North America, a 49% increase from the beginning of 2022.

EverGreenTM Suite of Environmental Solutions

As of December 31, 2022, Precision had seven BESS, 15 Integrated Power and Emissions Monitoring Systems and 21 high mast LED lighting systems deployed throughout North America. As of December 31, 2022, Precision also had over 60 rigs equipped with dual-fuel engines, natural gas engines and/or grid tie-in technology.

Debt Repayments

In 2022, we repaid $106 million of debt, exceeding our debt reduction target of $75 million for the year. There were no changes to our Senior Credit Facility in 2022, with the covenant relief period for the Senior Credit Facility ceasing September 30, 2022.

Normal Course Issuer Bid

On August 29, 2022, we renewed our normal course issuer bid through the facilities of the TSX and NYSE. For the year ended December 31, 2022, we repurchased and cancelled 130,395 common shares for approximately $10 million. These repurchases were funded from cash flow and accounted for approximately 1.1% of our available public float.

Board of Directors

On October 4, 2022, Lori A. Lancaster was appointed to the Board of Directors.

 

 

 

Precision Drilling Corporation 2024 Annual Information Form 7


 

OUR BUSINESS

 

 

BUSINESS SEGMENTS OVERVIEW

We have two business segments – Contract Drilling Services and Completion and Production Services, which share business support systems and corporate and administrative services.

img194031366_2.jpg

The following tables summarize our two business segments and the scope of our services:

CONTRACT DRILLING SERVICES

Operates our drilling rigs in Canada, the U.S. and internationally and provides onshore well drilling services to exploration and production companies in the oil, natural gas and geothermal industries.

At December 31, 2024, the segment consisted of:

214 land drilling rigs, including:

– 97 in Canada

– 104 in the U.S.

– 6 in Kuwait

– 4 in Kingdom of Saudi Arabia

– 2 in the Kurdistan region of Iraq

– 1 in the country of Georgia

engineering, manufacturing and repair services, primarily for Precision’s operations
centralized procurement, inventory, and distribution of consumable supplies for our global operations
diverse offerings from our AlphaTM technologies including:

– 76 AlphaTM rigs with commercial AlphaAutomationTM

– 9 commercial AlphaAppsTM

– deployed commercial AlphaAnalyticsTM offering

wide array of offerings from our EverGreenTM suite of environmental solutions:

– 16 BESS deployed in the field and 30 fuel monitoring systems

– several rigs equipped with dual-fuel engines, natural gas engines and/or power grid tie-in technology

Canada

land drilling services
procurement and distribution of oilfield supplies
manufacture and refurbishment of drilling and service rig equipment

U.S.

land drilling services
turnkey drilling services
procurement and distribution of oilfield supplies
manufacture and refurbishment of drilling and service rig equipment

International

land drilling services

 

Precision Drilling Corporation 2024 Annual Information Form 8


 

COMPLETION AND PRODUCTION SERVICES

 

 

Providing completion, workover, and ancillary services to oil and natural gas exploration and production companies in Canada and the U.S.

 

At December 31, 2024, the segment consisted of:

170 registered well completion and workover service rigs, including:

– 160 in Canada

– 10 in the U.S.

more than 2,100 oilfield rental items, including surface storage, power generation, and solids control equipment, primarily in Canada
110 wellsite accommodation units in Canada
483 drill camp beds and 472 base camp beds in Canada

Canada

well completion and workover service rigs
camp and catering services
oilfield surface equipment rental
wellsite accommodations

U.S.

well completion and workover service rigs

Revenue

Year ended December 31

(thousands of Canadian dollars)

2024

2023

Contract Drilling Services

$

1,617,735

 

$

1,704,265

Completion and Production Services

 

294,817

 

240,716

Inter-segment eliminations

 

(10,224)

 

(7,127)

Total revenue

$

1,902,328

 

$

1,937,854

CONTRACT DRILLING SERVICES

Precision Drilling

At the end of 2024, we had a large fleet of land drilling rigs deployed in Canada, the U.S. and internationally:

Canada – We operate the largest fleet of land drilling rigs in the country. At year end, we were marketing 97 drilling rigs located throughout western Canada, accounting for approximately 26% of the industry’s estimated fleet of 374 land drilling rigs.
United States – At year end, we were marketing 104 land drilling rigs, including 66 AC Super Triple rigs. Our fleet is the fourth largest in the U.S. and accounts for approximately 15% of the country’s Super-Spec land drilling rigs.
Internationally – At year end, we were marketing six land drilling rigs in Kuwait, four in the Kingdom of Saudi Arabia, two in the Kurdistan region of Iraq, and one in the country of Georgia.

Drilling Contracts

Our contract terms are generally based on the complexity and risk of operations, on-site drilling conditions, the type of equipment used and anticipated duration of work to be performed.

Drilling contracts can be for single or multiple wells and can vary in length from a few days on shallow single-well applications to multiple-year, multiple-well drilling programs for more complex applications. Term drilling contracts typically have fixed utilization rates for a minimum of six months and usually include early termination penalties, escalating costs provisions and contract renewal options. Short-term contracts that provide drilling rigs on a well-to-well basis are typically subject to termination by the customer on short notice or with little or no penalty.

In 2024, we had an average of 49 drilling rigs (18 in the U.S., 23 in Canada and eight internationally) working under term contracts. Utilization days from term contracts was approximately 45% of our total contract drilling utilization days for the year.

We market our drilling rigs mainly on a regional basis through sales and marketing personnel. We secure contracts to drill wells either through competitive bidding or as a result of business development efforts and negotiations with customers.

Our contracts have been carried out almost exclusively on a daywork basis. Under a daywork contract, we:

provide a drilling rig with required personnel, and the customer supervises the drilling of the well
charge the customer a fixed rate per day regardless of the number of days needed to drill the well
charge the customer a fixed rate per day or a lump sum amount to mobilize the rig to the well site location, rig-up, rig-down and demobilize the rig to a secure site, and
generally, we do not bear any of the costs arising from downhole risks, underground pollution or loss of reserves.

Seasonality

Drilling and well servicing activity is affected by seasonal weather patterns and ground conditions. In Canada and the northern U.S., wet weather and the spring thaw make the ground unstable, resulting in road restrictions that may limit the movement of heavy oilfield equipment and reduce the level of drilling and well servicing activity primarily during the second quarter of the year.

In northern Canada, some drilling sites can only be accessed in the winter once the terrain is frozen, which usually begins late in the fourth quarter. Our business activity depends, in part, on the severity and duration of the winter drilling season. See Risks in our Business, starting on page 23.

Precision Drilling Corporation 2024 Annual Information Form 9


 

Competition

The land drilling industry is highly competitive with technology increasingly differentiating the market, as customers have transitioned away from vertical wells to more complex directional and horizontal drilling programs. These wells require higher capacity rigs, which typically include AC power, digital control systems, integrated top drives, pad walking systems, highly mechanized pipe handling, and high capacity mud pumps. These rigs are referred to as Super-Spec. Consequently, the rig market has been shedding older, low-technology rigs in favour of Super-Spec rigs as they are more powerful, efficient, and better suited for horizontal wells and resource development programs. Increasingly, digital technologies and rig-based software are becoming enablers of efficiency, and as a result, are in demand from our customers.

In the U.S., the top five land drillers own approximately 85% of the rigs referred to as Super-Spec. In Canada, the top four land drillers own virtually all of these rigs.

Competitive Strategy

The core of our competitive strategy lies in our commitment to provide High Performance, High Value services to our customers. We deliver High Performance through the dedication of our passionate people bolstered by our robust business systems, cutting-edge drilling technology, quality equipment and infrastructure designed to optimize results and mitigate risks. We create High Value by prioritizing safety and sustainability, thereby reducing risks and costs to our customers while enhancing efficiency, developing our people and striving to generate superior financial returns for our investors.

In the early 1990s Precision designed and branded its Super Single rig that is ideally suited for long-term conventional heavy oil development in the oil sands and other heavy oil plays. In 2010, Precision introduced and branded its Super Triple rig, which is well suited for large pad horizontal drilling. Our Super Series fleet meets or exceeds the industry term Super-Spec that was recently adopted.

We keep customer well costs down by maximizing operating efficiency and minimizing environmental impact in several ways:

using innovative and advanced drilling technology, including our AlphaTM and EverGreenTM offerings, that is efficient, reduces costs and minimizes impact on the environment
having equipment that is geographically dispersed, reliable and well maintained
monitoring our equipment to minimize mechanical downtime
managing operations effectively to keep non-productive time to a minimum
staffing well trained crews, with performance measured against defined competencies
incentivizing our executives and eligible employees based on performance against safety, operational, employee retention, strategic, ESG and financial measures, and
employing industry-leading alternative rig energy sources and fuel monitoring to reduce emissions and cost.

We have a footprint in all of the most active North American resource plays, including the Deep Basin, Bakken, Cardium, Duvernay, Montney, Viking, Clearwater, and other heavy oil formations in Canada and Cana Woodford, Eagle Ford, Granite Wash, Haynesville, Marcellus, Mid-Continent, Niobrara, Permian, Powder River, Rocky Mountains, Utica and Williston in the U.S.

Drilling Fleet

Our primary focus revolves around delivering efficient and cost-reducing drilling technologies that are designed to minimize environmental impact. Design innovations and technology improvements, such as multi-well pad capability and rapid mobility between wells, capture incremental time savings during the drilling process. Precision has invested almost $5 billion in its drilling rig fleet since 2010, adding over 125 Super Single and Super Triple drilling rigs during the period. With one of the newest and most technically capable fleets in North America and the Middle East, Precision’s Super Series rigs have been designed for industrial-style drilling: highly efficient, mobile, safe, controllable, upgradable, and able to act as a platform for digital and emission-reducing technology delivery to the well location. Precision has completed relatively low-dollar cost upgrades over the past several years, including additions of walking systems, higher pressure and capacity mud pumps, increased torque and setback capacity, AlphaAutomationTM and AlphaAppsTM technology, EverGreenTM solutions, and most recently rig floor robotics. Precision’s Super Series drilling rig fleet meets the industrial-style drilling requirements of our customers in North America and deep, high-pressure/high-temperature drilling projects internationally. As of December 31, 2024, we had 214 rigs in our fleet including 48 Super Singles and 102 AC Super Triples.

AlphaTM Technologies

AlphaTM technologies offer fully digital automation solutions for drilling operations. The integration of applications with advanced analytics enhances the drilling process, enabling operators to optimize performance and achieve efficiencies across diverse basins in North America. Today Precision has 76 rigs available with this digital technology in North America.

At the heart of AlphaTM technologies lies the commitment to harnessing automation to streamline drilling operations. Our fully digital automation systems utilize technologies, comprised of AlphaAutomationTM, AlphaAppsTM, and AlphaAnalyticsTM, transform traditional drilling methodologies into highly efficient, data-driven processes. These systems are designed to automate critical functions, reduce human error, and minimize downtime, leading to faster, safer, and more cost-effective drilling operations.

Precision Drilling Corporation 2024 Annual Information Form 10


 

The incorporation of data analytics within our automation framework provides drillers with critical insights derived from vast data sets generated in real-time. This data includes drilling parameters, equipment performance metrics, geological information, and environmental conditions. By analyzing this data, AlphaTM technologies equips operators with the tools to make informed decisions, predict potential issues before they arise, and adapt drilling strategies to optimize well times across various geographical basins.

AlphaTM Technologies - AlphaArmsTM

In 2024, Precision deployed its first Super Triple rig featuring our AlphaArmsTM technology, which uses robotics to automate more than 95% of rig floor activities. Engineered for seamless integration into existing workflows, AlphaArmsTM enable drillers to transition to a more automated approach with minimal operational disruption. This technology is engineered to complement and enhance human operations instead of replacing human expertise. As a result, drilling teams can focus on strategic decision-making, oversight, and other tasks that require attention, while the AlphaArmsTM handle physically demanding tasks that have traditionally required extensive human labor.This advancement positions us as the leader in robotics within the drilling sector, transforming traditional operations that were once heavily reliant on human labor into streamlined, automated processes that enhance productivity and safety.

EverGreenTM Suite of Environmental Solutions

In 2021, we launched our EverGreenTM suite of environmental solutions, which encompasses the development and implementation of a diverse range of technologies specifically designed to quantify and reduce GHG emissions during rig operations. We aim to provide the cleanest, most efficient and most cost-effective rig power sources for our customers through our EverGreenEnergyTM offerings, and our EverGreenMonitoringTM systems, which deliver the fuel and emissions data that allow our customers to monitor their gains in real time and track their emissions. In 2022, we tested, field hardened, and implemented our BESS and fuel monitoring system and in 2024 we extended our EverGreenTM product offerings to our Super Single rigs with LED mast lighting and EverGreenHydrogenTM systems. We have multiple commercial agreements in place for our EverGreenTM products including 16 BESS and 30 fuel monitoring systems deployed in the field as of December 31, 2024.

International

Grey Wolf International (Grey Wolf) is our platform and market brand for our international oil and natural gas drilling market. Grey Wolf is currently active in Kuwait and the Kingdom of Saudi Arabia and continues to explore opportunities in various additional international markets. International oilfield service operations involve relatively long sales cycles with bidding periods, contract award periods and rig mobilization periods measured in months. Grey Wolf has a regional office in Dubai, United Arab Emirates.

Manufacturing

Based in Calgary, Alberta, Rostel Industries manufactures drilling rigs and equipment and refurbishes components for our drilling and service rigs as well as third-party equipment. Rostel Industries supports our vertical integration, and approximately 82% of its revenue in 2024 was related to Precision business. Having the in-house ability to repair and provide new components for our drilling and service rigs improves the efficiency and reliability of our fleets.

Oilfield Supply

Columbia Oilfield Supply in Canada and Precision Drilling Oilfield Supply in the U.S. utilize general oilfield supply warehouses that procure, package and distribute large volumes of consumable oilfield supplies for our rig sites. Our supply warehouses achieve economies of scale through bulk purchasing and standardized product selection as well as coordinated distribution to Precision rig sites. Columbia Oilfield Supply and Precision Drilling Oilfield Supply play a key role in our supply chain management. In 2024, 99% of Columbia Oilfield Supply and 100% of Precision Drilling Oilfield Supply activities supported Precision operations. These operations leverage our procurement volumes to lower costs and reduce the administrative workload for field personnel, enhancing our competitiveness. We are implementing SAP Ariba's Supplier Lifecycle and Performance module to automate supplier onboarding, streamline vendor management, and enhance risk mitigation by centralizing supplier information, qualifications, assessments, and performance monitoring to uphold quality and compliance standards.

Employees

In the oilfield services industry, the market for experienced personnel is inherently competitive due to the cyclical nature of the work, uncertainty of continuing employment, and generally higher employment rates during periods of high oil and natural gas prices and drilling activities. Our unwavering commitment to safety performance and our established reputation plays a crucial role in attracting and retaining experienced, well-trained employees, including when the industry experiences crew shortages during peak operating periods, ensuring our sustained success in a competitive landscape.

Throughout the year, we conducted ongoing assessments of our workforce, placing a strategic emphasis on the recruitment of skilled personnel to fulfill technical roles essential for advancing our drilling optimization initiatives and AlphaTM suite of technologies. In 2024, our workforce averaged 5,159 employees, reaching a peak of 5,504.

Precision Drilling Corporation 2024 Annual Information Form 11


 

These efforts reflect our commitment to assembling a capable and proficient team to drive innovation and excellence in the deployment of cutting-edge technologies within our operations.

Bench Strength and Recruiting

We utilize proven formal procedures to retain key drilling personnel (including drillers, rig managers, and field superintendents) during reduced drilling activity periods. Drillers are often temporarily repositioned to lower positions and return as a driller once drilling activity increases. This practice allows us to meet drilling demand and retain qualified employees. We also rely on our industry-leading recruiting programs to attract new drilling personnel. Our initial recruiting focus for entry-level positions is outreach to our extensive alumni network, supplemented by job postings and other recruiting efforts that attract industry personnel as well as new people to the oilfield services industry. New drilling personnel receive intensive onboarding and training.

Technical Support Centres

We operate two contract drilling technical centres, one in Nisku, Alberta and one in Houston, Texas, and one completion and production technical centre in Red Deer, Alberta. These centres accommodate our technical service and field training groups and consolidate field support and training for our operations. The Houston and Nisku facilities have fully-functioning training rigs with the latest drilling technologies. Also, our Houston facility accommodates our rig manufacturing group. In 2024, we trained more than 3,394 people at our technical centres.

Our Global Field Competency Program ensures that our field operations employees obtain competency levels for their current position and potential future positions. The program defines specific skills and learning pathways for certain jobs and identifies any skill gaps that an individual employee is required to remedy. The Global Field Competency Program supports our broader corporate vision and strategy by ensuring our drilling personnel provide High Performance, High Value services to our customers. In 2024, we completed over 1,124 competency assessments throughout North America.

COMPLETION AND PRODUCTION SERVICES

Precision Completion and Production Services

Precision offers a versatile fleet of service rigs for well completion, workover, abandonment, maintenance and re-entry preparation services. The fleet is strategically positioned throughout western Canada and in the northern U.S.

Well Servicing Activities

Well servicing jobs are typically of short duration and generally conducted during daylight hours, so it is important for a service rig to be close to customer demand and be able to move quickly from one site to another. Well servicing requires a unique skill set as crews must deal with the potential dangers and safety concerns of working with pressurized wellbores. Completion and workover services can take a few days to several weeks to complete depending on the depth of the well and the complexity of the completion or workover.

In 2024, we completed the integration of our acquisition of CWC Energy Services Corp. (CWC), adding 62 marketable well service rigs to our service rig fleet. Following the successful integration of CWC, we achieved significant operating synergies.

At the end of 2024, Precision Well Servicing had an industry leading market share in Canada. Our fleet of 160 service rigs is the largest in western Canada. Precision has an additional 244 well completion and workover service rigs in Canada that are not registered with the industry association.

In 2024, Precision Completion and Production Services operated 10 service rigs in the U.S.

Service Rig Fleet

The table below shows the configuration of Precision’s marketed well servicing fleet in Canada, as at December 31, 2024. The fleet’s operating features are detailed on our website.

Type of Service Rig

 

 

Size/Capability

 

Total

Mobile Rigs

 

 

 

 

 

Highly mobile, efficient rig up and rig down, minimal surface disturbance, freestanding design eliminates anchoring

 

 

Single

87

 

 

 

Double

65

 

 

 

 

Slant

 

 

8

 

Total1

 

 

 

 

 

160

 

1Does not include 244 additional service rigs in Canada that are not registered with the Canadian Association of Energy Contractors (CAOEC).

Service Rig Activities

Well servicing operations have two distinct functions – workovers and abandonments, and completions. The demand for completion services is generally more volatile than for workover services.

Of our total oil and natural gas well service rig activity in Canada in 2024:

workovers and abandonments accounted for approximately 87%, and
completions accounted for approximately 13%.

Precision Drilling Corporation 2024 Annual Information Form 12


 

Workovers and Abandonments – Workover services are generally provided according to customer preventive maintenance schedules or on a call-out basis when a well needs major repairs or modifications. Workover services generally involve remedial work such as repairing or replacing equipment in the well, enhancing production, re-completing a new producing zone, recovering lost equipment or abandoning the well.

Producing oil and natural gas wells generally require some type of workover or maintenance during their life cycle. The demand for production or workover services is based on the total number of existing active wells and their age and producing characteristics.

Completions – Customers often contract a specialized service rig to take over from a larger, more expensive drilling rig to prepare a newly drilled well for initial production. The service rig and crew work jointly with other services to open and stimulate the wellbore producing zones for initial production.

The demand for well completion services is generally related to the level of drilling activity in a region.

Precision Rentals

Precision Rentals provides more than 2,100 pieces of oilfield rental equipment for rental to customers from three operating centres and 12 stocking points throughout western Canada, supported by a technical service centre in central Alberta.

Precision Rentals has four distinct product categories:

surface equipment (including environmental invert drilling mud storage, hydraulic fracturing fluid storage, production tanks and other fluid handling equipment)
wellsite accommodations (fully equipped units that provide on-site office and lodging for field personnel)
power generation equipment, and
solids control equipment.

Precision Camp Services

Precision Camp Services provides food and accommodation to personnel working at remote locations in western Canada. At the end of 2024, Precision Camp Services had 21 drill camps and base camp dormitories to accommodate 472 people in western Canada. Each drill camp includes 6 building units that typically accommodate 20 to 25 rig crew members and other personnel.

Precision Camp Services has also configured several camps and dormitories to provide housing and meals for base camps with up to 500 personnel on separate major projects in western Canada. As the oil and natural gas industry searches for new reserves in more remote locations, crews need to stay near the worksite, often in camps, throughout the duration of a drilling program. Precision Camp Services serves Precision and other companies in the oil and natural gas sector and, from time to time, other industries operating in remote locations.

Precision Drilling Corporation 2024 Annual Information Form 13


 

CORPORATE RESPONSIBILITY

 

 

As a service provider, we do not control the number of rigs our customers choose to operate, and activity levels can fluctuate significantly over time due to market conditions. Given this variability, absolute sustainment targets are not a practical measure of our environmental performance. Instead, we focus on intensity-based metrics that assess our impact on a per-meter-drilled basis. This approach allows us to drive continuous improvements in efficiency, emissions reduction, and resource optimization, regardless of market cycles.

Our ESG philosophy is framed by our Core Values. Our Core Values shape our culture, guide how we work, how we build relationships, and how we drive performance. By working together and striving to do the right things—every time—we create a safer, more responsible, and high-performing organization. This is the foundation of our High Performance, High Value strategy—delivering industry-leading efficiency, innovation, and reliability. It’s through this shared commitment that we continue to create value for our employees, customers, investors, and the communities where we operate.

2024 ESG Highlights

In 2024, we reinforced our Corporate Responsibility commitments through multiple key initiatives to ensure ESG is appropriately accounted for in all that we do. At the beginning of the year, we conducted an ESG materiality assessment to identify and prioritize those ESG matters that are most critical to our business' long-term success. Soon thereafter we led a thorough peer review and gap analysis against SASB, TCFD, and the United Nations Sustainable Development Goals guidelines. These assessments served the purpose of informing our sustainability strategy, reporting, and disclosure.

We further strengthened our partnerships with Indigenous communities by creating a Limited Partnership with several First Nations to jointly own and operate four service rigs. In alignment with Canadian Bill C-59's Greenwashing provisions, we clarified that emission reduction statements are directly linked to decreased diesel fuel consumption. This disclosure has been integrated across our website, marketing materials, and investor relations communications.

In addition, our Board of Directors welcomed Alice Wong as a Director in 2024, increasing female representation to over 30% and reaffirming our commitment to bringing diverse talent to our Board.

Our Environmental ("E") and Social ("S") teams, composed of high-performing employees across the organization, also collaborated to implement other impactful initiatives throughout the year. All of these initiatives are reported on an ongoing basis on Precision’s website, which provides stakeholders with dynamic updates on our progress, moving beyond the static annual Corporate Responsibility Reports of previous years.

Most importantly, Precision remains committed to meeting the demand for hydrocarbon energy responsibly by implementing a climate strategy that supports a transition to a lower-carbon future. Through globally recognized climate models, publicly available customer plans, and up-to-date energy projections, we have outlined a path to reduce GHG emissions from our operations by:

Investing in proven technologies to enhance operating efficiency and reduce emissions of our drilling rigs, and
Leveraging our expertise and advanced rig fleet to pursue low-emission energy opportunities, such as geothermal, CO₂ storage, and natural gas storage drilling.

We are also actively exploring lower-GHG energy sources for our rigs, support facilities, offices, and equipment, reinforcing our commitment to become a low GHG-emitting land drilling rig provider across all applications.

Our Board plays a pivotal role in overseeing the Corporation’s commitment to ESG. This oversight encompasses the formulation of approaches, strategic planning, performance evaluation, monitoring processes, and disclosure practices. Annually, the Board conducts a thorough review of both Board and committee charters, ensuring alignment with sustainability objectives. In addition, to ensure ESG priorities remain integral to our decision-making, the Board receives quarterly reports from the CGNRC detailing ESG mapping, materiality assessments, and a comprehensive analysis of ESG-related risks. Thus, the CGNRC is responsible for ensuring that Management is integrating ESG considerations into the Company’s decision-making processes. Specifically, the CGNRC reviews areas including:

Environmental Impact and Climate Change: Assessing Precision’s strategies and performance in reducing GHG emissions and minimizing environmental footprint.
Social Impact: Evaluating initiatives related to corporate culture, diversity, safety programs, and community engagement.
Ethical Governance: Overseeing adherence to ethical standards, corporate governance practices, and risk management processes.

This transparent reporting structure allows us to address emerging issues, capitalize on opportunities, and ensure that Precision’s strategic priorities are firmly rooted in our ESG framework while driving long-term value for stakeholders.

 

 

Precision Drilling Corporation 2024 Annual Information Form 14


 

CAPITAL STRUCTURE

 

 

COMMON SHARES

We can issue an unlimited number of common shares. At December 31, 2024, there were 13,779,502 common shares issued and outstanding.

The Board holds an annual meeting of common shareholders to elect the directors and appoint the auditors, among other things. It can convene a special meeting of shareholders at any time and for any reason.

Only shareholders of record can attend and vote at shareholder meetings. They can vote in person or by proxy, and their proxyholder does not need to be a shareholder. Each common share entitles the holder to one vote.

Common shareholders have the right to receive dividends as and when declared by the Board. They also have the right to receive our remaining property and assets if Precision is wound up, subject to the prior rights and privileges attached to our other classes of shares.

Market for Securities

The table below summarizes the trading activity for our common shares in 2024 and the monthly high and low price for our shares. Our common shares trade on the TSX under the symbol PD and on the NYSE under the symbol PDS.

 

 

TSX (PD)

 

 

NYSE (PDS)

 

 

High ($)

Low ($)

Volume

High (US$)

Low (US$)

Volume

January

84.64

69.59

 1,734,398

63.20

52.02

 1,945,523

February

86.54

79.87

1,786,011

64.26

58.96

2,088,244

March

91.13

82.73

1,091,123

67.29

60.97

1,052,104

April

103.91

90.24

2,749,174

76.52

65.83

2,108,640

May

101.58

94.68

1,532,863

 74.56

68.86

1,235,273

June

96.49

90.03

1,654,802

70.44

65.54

832,095

July

106.22

92.42

1,842,905

76.85

67.78

1,178,428

August

103.83

93.03

1,264,271

74.88

66.01

952,392

September

92.44

 81.73

2,370,224

68.16

60.66

1,167,684

October

89.00

79.50

2,265,364

65.39

57.15

1,747,410

November

92.70

 82.86

1,874,674

66.38

59.25

1,730,245

December

88.27

80.40

1,313,060

62.72

55.86

1,319,159

For information in respect of incentive awards to purchase common shares and common shares issuable upon exercise of awards, see the Share Based Compensation note to the 2024 audited Consolidated Financial Statements, which is incorporated by reference into this Annual Information Form and available on SEDAR+ at www.sedarplus.ca.

Dividends

Subject to compliance with the Senior Credit Facility and the indentures governing our unsecured senior notes, the declaration and payment of future dividends, if any, and the amount of any dividends, will be in the sole discretion of our Board based on various factors and conditions from time to time, which may include our financial results, operations, outlook for commodity prices, future capital requirements and the satisfaction of the liquidity and solvency tests imposed by the Business Corporations Act (Alberta) for the declaration and payment of dividends.

Our Senior Credit Facility allows the payment of dividends as long as no default or event of default has occurred and if our pro forma senior net leverage ratio (as defined in the credit agreement) is less than or equal to 1.75:1.

The Senior Notes Indentures (as defined below) each contain a restricted payments covenant that limits our ability to make payments in the nature of dividends, distributions and for share repurchases, unless otherwise permitted by the applicable indenture. The restricted payments basket grows from a starting point of October 1, 2018 for the 2026 Notes and July 1, 2021 for the 2029 Notes, by, among other things, 50% of cumulative consolidated net earnings, and decreases by 100% of cumulative consolidated net losses as defined in the Senior Note Indentures, and cumulative payments made to shareholders. During 2024, pursuant to the Senior Note Indentures, Precision used its available general restricted payments basket to facilitate the repurchase and cancellation of its common shares.

As at December 31, 2024, the relevant restricted payments basket under our 2026 Senior Note Indenture was negative, limiting our ability to declare and make dividend payments or share repurchases under the restricted payments basket until the governing restricted payments basket becomes positive. We have a general payments basket in our 2026 Senior Notes Indenture which permits dividends and share repurchases up to $202 million. Our 2029 Senior Note Indenture restricted payments basket was $102 million and general payments basket was $359 million, providing $461 million of available baskets to permit dividends and share repurchases.

Precision Drilling Corporation 2024 Annual Information Form 15


 

Normal Course Issuer Bid

On August 27, 2019, we implemented a NCIB through the facilities of the TSX and NYSE. We renewed the NCIB on August 27, 2020, August 27, 2021, August 29, 2022, September 19, 2023, and September 19, 2024. The NCIB allows us to buy back up to 1,359,108 million common shares, representing 10% of our public float, by September 18, 2025. For the year ended December 31, 2024, Precision repurchased and cancelled 833,614 common shares for approximately $75 million. These repurchases were funded from cash flow and account for 6% of Precision’s available public float.

Shareholder Rights Plan

On June 1, 2010, unitholders of Precision adopted a shareholder rights plan, simultaneously with the approval of the plan of arrangement to convert Precision Drilling Trust to a corporate structure. Precision shareholders confirmed the continuation of and revisions to the plan at the 2013, 2016, 2019 and 2022 annual and special meetings of shareholders. At Precision’s 2025 Annual and Special Meeting of Shareholders, we plan to seek shareholder approval of the reconfirmation and continuation of our plan.

The plan is designed to protect the rights of all shareholders and maximize value if there is ever a take-over bid for Precision. Take-over bids can be coercive or discriminatory, or initiated at a time when it may be difficult for the Board to prepare an adequate response.

Our shareholder rights plan discourages these kinds of offers by creating potential significant dilution to the offeror by issuing contingent rights to all our shareholders to acquire additional Precision shares at a significant discount to the prevailing market price that could, in certain circumstances, be exercised by all our shareholders other than the offeror and its associates, affiliates and joint actors.

An offeror can avoid the potential dilution by making an offer that either:

qualifies as a permitted bid under our shareholder rights plan and therefore meets certain specified conditions (including a minimum deposit period of 105 days) and aims to ensure all shareholders are treated equally, or
does not qualify as a permitted bid but is negotiated with us and is exempted from the shareholder rights plan because the offer can be bargained for agreed terms and conditions that we believe are in the best interests of Precision shareholders.

Term and Expiration

Our Shareholder Rights Plan expires on the Expiration Time, which is defined as the earlier of (i) the date the Rights (as defined below) are redeemed (the Termination Time) or (ii) the termination of the annual meeting of Precision shareholders in the year 2025.

Issue of Rights

Under our Shareholder Rights Plan agreement with Computershare Trust Company of Canada (Computershare) as our rights agent, we issued one right (Right) for each Precision common share that was outstanding at the close of business June 2, 2010, the effective date of our shareholder rights plan (the Effective Date), and one right for each additional common share that was issued after that date, subject to the terms and conditions of the plan.

Issuing Rights is not dilutive and will not affect reported earnings or cash flow per Precision share unless the Rights separate from the underlying Precision shares for which they were issued and become exercisable or are exercised.

Issuing Rights will also not change the way Precision shareholders currently trade their Precision shares and is not intended to interfere with Precision’s ability to undertake equity offerings in the future.

Rights Exercise Privilege

The Rights will be separate from our shares, unless delayed by the Board, and will be exercisable 10 trading days (the Separation Time) after a person has acquired, or commenced a take-over bid to acquire, 20% or more of our shares, other than by an acquisition pursuant to a take-over bid permitted by our shareholder rights plan (a Permitted Bid). The acquisition by any person (an Acquiring Person) of 20% or more of our shares, other than by way of a Permitted Bid, is referred to as a Flip-in Event. Any Rights held by an Acquiring Person will become void if a Flip-in Event occurs.

Each Right (other than those held by an Acquiring Person) entitles its holder to purchase additional Precision shares at a substantial discount to their prevailing market price at that time.

Permitted Bid Requirements

A take-over bid must meet the following requirements to qualify as a Permitted Bid:

the bid must be made by way of a formal take-over bid circular under applicable securities legislation
the bid must be made to all registered holders of Precision shares (other than the offeror)
the bid must be subject to irrevocable and unqualified provisions that:
the bid will remain open for acceptance for at least 105 days from the date of the bid (or a shorter period as

Precision Drilling Corporation 2024 Annual Information Form 16


 

permitted by National Instrument 62-104)
the bid will be subject to a minimum tender condition of more than 50% of the Precision shares held by independent shareholders
shares may be deposited to the bid at any time from the date of the bid until the date the shares may be taken up and paid for and shares may be withdrawn until taken up and paid for, and
the bid will be extended for at least 10 days if more than 50% of the Precision shares held by independent shareholders are deposited to the bid (and the offeror shall make a public announcement of that fact).

A competing take-over bid that is made while a Permitted Bid is outstanding and satisfies all the criteria for Permitted Bid status, except that it may expire on the same date (which may be less than 105 days after the bid has started) as the Permitted Bid that is outstanding, will be considered to be a Permitted Bid for the purpose of our shareholder rights plan.

Permitted Lock-up Agreement

A person will not become an Acquiring Person when entering into an agreement (a Permitted Lock-Up Agreement) with a Precision shareholder where the Precision shareholder (the Locked-Up Person) agrees to deposit or tender its Precision shares to a take-over bid (the Lock-Up Bid) made by that person, provided the agreement meets certain requirements, including that:

the terms of the agreement are publicly disclosed, and a copy is publicly available
the Locked-Up Person can terminate its obligation under the agreement in order to tender its Precision shares to another take-over bid or transaction where:
the offer price or value of the consideration payable is (A) greater than the price or value of the minimum, which cannot be more than 107% of the offer price under the Lock-Up Bid or (B) equal to or greater than a specified minimum, which cannot be more than 107% of the offer price under the Lock-Up Bid
if less than 100% of the number of outstanding Precision shares held by independent shareholders are offered to be purchased under the Lock-Up Bid, the number of Precision shares offered to be purchased under another take-over bid or transaction (at an offer price not lower than pursuant to the Lock-Up Bid) is (A) greater than the number offered to be purchased under the Lock-Up Bid or (B) equal to or greater than a specified number, which cannot be more than 107% of the number offered to be purchased under the Lock-Up Bid, and
if the Locked-Up Person fails to deposit its Precision shares to the Lock-Up Bid, no break fees or other penalties that exceed, in the aggregate, the greater of (A) 2.5% of the price or value of the consideration payable under the Lock-Up Bid and (B) 50% of the increase in consideration resulting from another take-over bid or transaction, shall be payable by the Locked-Up Person.

Certificates and Transferability

Before the Separation Time, a legend imprinted on Precision share certificates representing Precision shares issued after the Effective Date will serve as proof of the Rights. Rights will trade together with, and may not be transferred separately from, the Precision shares.

As of Separation Time, separated certificates will serve as proof of the Rights. Rights may be transferred separately from the Precision shares.

Waiver

The Board, acting in good faith, may, before a Flip-In Event occurs, waive the application of our shareholder rights plan to a particular Flip-In Event where the take-over bid is made by a take-over bid circular to all holders of our shares. If the Board exercises its power to waive one take-over bid, the waiver will also apply to any other take-over bid for our shares made by a take-over bid circular to all holders of our shares before the expiry of any other bid for which our shareholder rights plan has been waived.

The Board may also waive the application of our shareholder rights plan for a Flip-In Event that has occurred inadvertently, as long as the Acquiring Person that inadvertently triggered the Flip-In Event reduces its beneficial holdings below 20% of the outstanding Precision shares within 14 days or another date determined by the Board.

The Board may waive the application of our shareholder rights plan to any other Flip-In Event before it occurs if it has received shareholder approval.

Redemption

Rights are deemed to be redeemed following completion of a Permitted Bid (including a competing Permitted Bid) or any other take-over bid for which the Board has waived the application of our shareholder rights plan.

With shareholder approval, the Board may also, prior to the occurrence of a Flip-In Event, elect to redeem all the then outstanding Rights at a nominal redemption price of $0.00001 per Right.

Exemptions for Investment Advisors, etc.

Investment advisors (for their client accounts), trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plans, pension plans or insurance plans of

Precision Drilling Corporation 2024 Annual Information Form 17


 

various public bodies), and administrators or trustees of registered pension plans or funds and agents or agencies of the Crown, which acquire more than 20% of the outstanding Precision shares, are effectively exempted (through the definition of “beneficial ownership” under our shareholder rights plan) from triggering a Flip-In Event provided that they are not in fact making, either alone, jointly or in concert with any other person, a take-over bid.

Directors’ Duties

Our shareholder rights plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of Precision. If there is a take-over bid or a similar proposal, the Board will still have the duty to take action and make recommendations to Precision shareholders that it considers appropriate.

If there is a conflict between this summary and the provisions of the shareholder rights plan, as amended and restated the plan, will govern. You can request a copy by contacting our Corporate Secretary:

Precision Drilling Corporation

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Attention: Corporate Secretary

Tel: 403.716.4500

Email: corporatesecretary@precisiondrilling.com

PREFERRED SHARES

The number of preferred shares that may be authorized for issue at any time cannot exceed more than half of the number of issued and outstanding common shares. There are currently no preferred shares issued and outstanding.

We can issue preferred shares in one or more series. The Board must pass a resolution determining the number of shares in each series, and the designation, rights, privileges, restrictions and conditions for each series, before the shares can be issued. This includes the rate or amount of dividends, when and where dividends are paid, the dates dividends accrue from any rights or obligations for us to buy or redeem the shares, and the price, terms and conditions, and any conversion rights.

Precision Drilling Corporation 2024 Annual Information Form 18


 

MATERIAL DEBT

As at December 31, 2024, we had:

US$12 million drawn, US$51 million of outstanding letters of credit and US$312 million available under the Senior Credit Facility
US$160 million outstanding under the 2017 offering of 7.125% unsecured senior notes due in 2026 (the 2026 Notes), and
US$400 million outstanding under the 2021 offering of 6.875% unsecured senior notes due in 2029 (the 2029 Notes).

The following is a summary of the material terms of the Senior Credit Facility, operating facilities, the 2026 Notes and the 2029 Notes (the 2026 Notes and the 2029 Notes, collectively, the Senior Notes). Copies of the Senior Credit Facility (including any amendments thereto) and the note indenture governing the 2026 Notes (the 2026 Note Indenture) and the note indenture governing the 2029 Notes (the 2029 Note Indenture) (collectively, the Senior Note Indentures) are available on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).

Senior Credit Facility

We entered into the Senior Credit Facility with a syndicate of lenders in 2010.

The Senior Credit Facility is an extendible revolving term credit facility that is used for general corporate purposes and is secured by liens on substantially all our present and future assets and the present and future assets of our material U.S. and Canadian subsidiaries (including subsidiaries we have designated material, collectively the Material Subsidiaries, as set out in the Senior Credit Facility). The Senior Credit Facility includes representations and warranties, covenants and events of default that are customary for credit facilities of this nature, including financial ratio covenants that are tested quarterly or prior to certain distributions or junior debt repayments.

On June 28, 2024, we extended our Senior Credit Facility’s maturity date, revised the available borrowing capacity, and amended certain terms of the facility. The maturity date was extended to June 28, 2027, and the size was revised to US$375 million, down from US$447 million.

At December 31, 2024, we were in compliance with the covenants of the Senior Credit Facility.

The table below sets out the key features of the Senior Credit Facility as of June 28, 2024:

Key Features of Senior Credit Facility

Amount

provides senior secured financing of up to US$375 million
includes a provision to increase the credit facility limit by up to an additional US$375 million (subject to certain conditions, including obtaining additional lender commitments)

Term and repayment

matures and to be repaid in full on the earlier of June 28, 2027 and 90 days inside the maturity of any junior debt
provides us the option to request the lenders to extend the term of the facility at their discretion for up to five years from the date of request

Letters of credit

provides for letters of credit (including letters of guarantee) in U.S. or Canadian dollars or other currencies acceptable to the fronting lender up to a total of US$200 million (as a sublimit of the overall commitments)

Interest rates and fees

provides us the option to choose the interest rate on loans denominated in U.S. or Canadian dollars:

– either a margin over a U.S. base rate or a margin over the Secured Overnight Financing Rate (SOFR) rate for U.S. dollar loans

– either a margin over the Canadian prime rate or a margin over the Canadian Overnight Repo Rate Average (CORRA) rate for Canadian dollar loans and banker’s acceptances. The margins are based on the then applicable ratio of Consolidated Total Debt to Covenant EBITDA (as defined in the credit agreement) (margin ratio)

also provides for:

– a standby fee for each lender calculated on the unused amount of its commitment at a percentage based on the applicable margin ratio

– an issue fee on the outstanding amount of the letters of credit equal to the margin applicable to SOFR loans and CORRA rate (subject to reduction in fees for non-financial letters of credit)

– a fronting fee to be paid to each fronting lender

Guarantees and security

we and our Material Subsidiaries have pledged substantially all our respective present and future assets, secured by a perfected first priority lien, subject to certain permitted encumbrances, as security for our obligations (including obligations to cash management providers, operating lenders and swap providers). All Material Subsidiaries have also guaranteed these obligations
if we receive a corporate credit rating of at least BBB- from Standard & Poor’s Rating Services (S&P) and Baa3 from Moody’s, we have the option to require the security to be released (with a corresponding obligation to re-grant security if the rating drops below this threshold after the release). We currently have a corporate credit rating of B+ from S&P, a rating of Ba3 from Moody’s Investors Service, Inc. (Moody’s) and a rating of BB- from Fitch Ratings.

Precision Drilling Corporation 2024 Annual Information Form 19


 

Key Features of Senior Credit Facility

Certain covenants and events of default

subject to certain exceptions, several covenants restrict our ability and the ability of our Material Subsidiaries to do any of the following, among other things:

– incur or assume additional debt

– dispose of assets

– make or pay dividends, share redemptions, or other distributions if an event of default has occurred

– change our primary business

– incur or assume liens on assets

– enter into mergers, consolidations, or amalgamations

– make certain investments

– enter into speculative swap agreements

– repay junior debt

also includes customary affirmative covenants and events of default
we must also comply with the following financial covenant ratios, each calculated for the most recent four consecutive fiscal quarters:

– a maximum Consolidated Senior Debt to Covenant EBITDA ratio (as defined in the credit agreement) of 2.5:1 (the Consolidated Senior Debt to Covenant EBITDA as defined in the credit agreement ratio may increase to 3:1 for the first three fiscal quarters following a material acquisition that involves total consideration of more than 5% of our consolidated net tangible assets)

– a Consolidated Interest Coverage Ratio (as defined in the credit agreement) of 2.5:1

no more than US$500 million in new unsecured debt can be incurred or assumed except where the new unsecured debt is used to refinance existing unsecured debt, or the new unsecured debt is assumed through an acquisition

Operating Facilities

We have a $40 million secured operating facility, a US$15 million secured operating facility, and a US$40 million secured facility for letters of credit. At December 31, 2024, availability of the $40 million operating facility was reduced by outstanding letters of credit of $9 million. Availability of the US$40 million secured facility for letters of credit was reduced by outstanding letters of credit of US$33 million. No amount was drawn on the US$15 million secured operating facility with the full amount remaining available for drawdown. The facilities are primarily secured by charges on substantially all of our present and future property and Material Subsidiaries. Advances under the $40 million operating facility are available at a margin over the banks’ prime Canadian lending rate, United States base rate, SOFR, or CORRA, or in combination, and under the US$15 million facility at the banks’ prime lending rate. Issuance fees at agreed rates are payable on the amounts of any letters of credit outstanding under the $40 million operating facility and the US$40 million letter of credit facility.

Real Estate Credit Facilities

In 2024, we repaid and terminated our Canadian and U.S. Real Estate Credit Facilities.

Precision Drilling Corporation 2024 Annual Information Form 20


 

Unsecured Senior Notes

The unsecured senior notes listed below remain outstanding and are denominated in U.S. dollars (all payments on the notes are made in that currency).

 

2026 Notes

2029 Notes

 

Completed November 22, 2017

Issued under and governed by the 2026 Note Indenture

Completed June 15, 2021

Issued under and governed by the 2029 Note Indenture

Trustee

Bank of New York Mellon (U.S. Trustee)
Computershare (Canadian Trustee)
Bank of New York Mellon (U.S. Trustee)
Computershare (Canadian Trustee)

Principal outstanding as

of December 31, 2024

US$160 million
US$400 million

Interest

7.125%
paid in cash semi-annually on January 15 and July 15 to holders of record on January 1 and July 1
calculated on a 360-day year of 12 30-day months
6.875%
paid in cash semi-annually on January 15 and July 15 to holders of record on January 1 and July 1
calculated on a 360-day year of 12 30-day months

Maturity date

January 15, 2026
January 15, 2029

Net proceeds

used together with cash on hand to repurchase and redeem the US$372 million outstanding unsecured senior notes due in 2020 and repurchase a portion of our senior notes due in 2021
used together with cash on hand and our Senior Credit Facility to redeem the US$286 million outstanding 2023 Notes and the US$263 million outstanding 2024 Notes

Interest payments

began on July 15, 2019
interest accrues from the most recent date to which interest was paid
began on January 15, 2022
interest accrues from the most recent date to which interest was paid

Redemption features

Beginning November 15, 2023

for their principal amount plus accrued interest

Beginning January 15, 2025

in whole or in part at any time before January 15, 2027, at redemption prices ranging between 103.438% and 101.719% of their principal amount plus accrued interest

Beginning January 15, 2027

for their principal amount plus accrued interest

Change of control

each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase
each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase

Subject to certain exceptions, the two note indentures limit our ability and the ability of some of our subsidiaries to do any of the following, among other things:

incur additional indebtedness and issue preferred shares
create liens
make restricted payments, including the payment of dividends and repurchase of shares
create or permit to exist restrictions on our ability (or the ability of certain subsidiaries) to make certain payments and distributions
engage in amalgamations, mergers or consolidations
make certain dispositions and transfers of assets, and
engage in transactions with affiliates.

The Senior Notes require that we comply with certain covenants including an incurrence based Consolidated Interest Coverage Ratio test (as defined in the Senior Notes Indentures) of 2.0:1 for the most recent four consecutive fiscal quarters. In the event that our Consolidated Interest Coverage Ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters, the Senior Notes Indentures restrict our ability to incur additional indebtedness. As of December 31, 2024, our Senior Notes Consolidated Interest Coverage Ratio was 7.9.

Each of the 2026 Notes and the 2029 Notes are general unsecured obligations and rank senior in right of payment to all our future obligations that are subordinate in right of payment to these notes and equal in right of payment with all our other existing and future obligations.

Precision Drilling Corporation 2024 Annual Information Form 21


 

Our Credit Ratings

Credit ratings affect our ability to obtain short and long-term financing and our ability to engage in certain business activities cost-effectively.

 

Understanding Credit Ratings

Moody’s Investors Services Inc. (Moody’s)

Moody’s credit rating is their opinion of our ability to honour senior unsecured financial obligations and contracts

rating scale from AAA (highest) to C (lowest quality of securities rated)
Moody’s rating of Ba is the fifth highest of nine categories and denotes obligations to have speculative elements and are subject to substantial credit risk
a modifier of 1, 2 or 3 after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, 2 indicates a mid-range ranking and 3 indicates a ranking in the lower end of the generic rating category

Standard & Poor’s Financial Services LLC (S&P)

S&P’s credit rating is a forward-looking opinion about our overall financial capacity (or creditworthiness) to pay our financial obligations

rating scale from AAA to D, which represents the range from highest to lowest quality
a credit rating of B by S&P is the sixth highest of 10 categories
under the S&P rating system, an obligor with debt securities rated B is less vulnerable in the near-term than other lower-rated obligors, but adverse business, financial or economic conditions will likely impair the obligor’s inadequate capacity or willingness to meet its financial commitments
the addition of a plus (+) or minus (-) designation after the rating indicates the relative standing within a particular rating category

Fitch Ratings, Inc. (Fitch)

Fitch’s credit rating is their opinion of our relative ability to meet financial commitments, such as interest, repayment of principal, insurance claims or counterparty obligations

 

rating scale from AAA (highest) to D (lowest quality of securities rated)
Fitch’s rating of B is the sixth highest of 11 categories and rating of BB is the fifth highest.
Fitch’s rating of BB indicates an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met. A rating of B indicates material default risk is present, but a limited margin of safety remains – financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
the additional of a plus (+) or minus (-) designated after the rating indirect the relative standing within a particular rating category

Credit ratings assigned by the rating agencies are not recommendations to buy, hold or sell the debt, and the ratings are not a comment on market price or suitability for a particular investor. There is no assurance that a rating will remain in effect for a given period or that any rating will not be revised or withdrawn entirely by a rating agency in the future if it believes circumstances warrant it. Credit ratings by different agencies are independent of one another and should be evaluated separately. We pay customary fees to credit rating agencies.

At March 10, 2025

Moody’s

S&P

Fitch

Corporate Credit Rating

Ba3

B+

BB-

Senior Credit Facility Rating

Not rated

Not Rated

BB+

Unsecured Senior Notes Credit Rating

B1

B+

BB-

 

Precision Drilling Corporation 2024 Annual Information Form 22


 

RISKS IN OUR BUSINESS

 

 

Investing in Precision Drilling Corporation involves inherent risks. We encourage you to carefully review the risks outlined in this section, along with other critical information provided in this Annual Information Form (AIF) and our additional disclosure documents, before making an investment decision. These risks could significantly impact our business, financial position, operational results, and cash flow. We also recommend consulting with a professional advisor to ensure an informed decision.

Our enterprise risk management framework is an integral part of our strategic and operational approach. Operating at both business and functional levels, it is designed to systematically identify, evaluate, and mitigate risks across the categories outlined below. This framework integrates Precision’s policies, guidelines, and review mechanisms to address risks proactively and effectively. However, as part of our daily operations, we encounter and manage various risks, some of which may lead to outcomes materially different from our current expectations. In this section, we provide an in-depth analysis of key strategic, operational, financial, legal, and compliance risks. The manner in which we respond to emerging challenges in these areas will play a critical role in shaping our future performance and resilience.

Our operations depend on the prices of oil and natural gas, which are subject to volatility and on the exploration and development activities of oil and natural gas exploration and production companies

We primarily sell our services to oil and natural gas exploration and production companies. Macroeconomic and geopolitical factors associated with oil and natural gas supply and demand are the primary factors driving pricing and profitability in the oilfield services industry. Generally, we experience higher demand for our services when commodity prices are relatively high, and the opposite is true when commodity prices are relatively low. The volatility of crude oil and natural gas prices accounts for much of the cyclical nature of the oilfield services business in recent years. Increased volatility and other factors beyond our control have led to greater uncertainty in the demand for our services.

The markets for oil and natural gas are separate and distinct. Oil is a global commodity with a vast distribution network, although the differential between benchmarks such as West Texas Intermediate, Western Canadian Select, and European Brent crude oil can fluctuate. As in all markets, when supply, demand, inability to access domestic or export markets and other factors change, so can the spreads between benchmarks. The use of natural gas is growing worldwide, with the three most developed demand centers residing in North America, Western Europe and North Asia. These regions have dense pipeline networks and a high demand for natural gas. The world’s largest producers of natural gas are currently the U.S., Russia, Iran, Qatar, Canada, China, Norway and Australia. The most economical way to transport natural gas is in its gaseous state by pipeline, and the natural gas market depends on pipeline infrastructure and regional supply and demand. However, developments in the transportation of LNG in ocean-going tanker ships introduced an element of globalization to the natural gas market by linking major production centers with the world’s primary demand centers.

Global military and political conditions, along with economic factors such as expectations for growth, inflation, and trade disputes, as well as events like global pandemics, ongoing conflicts in Ukraine and the Middle East, or initiatives by OPEC+, can all affect supply and demand for oil and natural gas. Weather conditions, governmental regulation (in the countries in which we operate), levels of consumer demand, the availability and pricing of alternate sources of energy (including renewable energy initiatives), the availability of pipeline capacity and other transportation for oil and natural gas, global oil and natural gas storage levels, and other factors beyond our control can also affect the supply of and demand for oil and natural gas and lead to future price volatility.

According to Baker Hughes, the Canadian average active rig count in 2024 increased 6%, while the U.S. average active land drilling rig count declined approximately 13% year over year. In Canada, the Canadian Association of Energy Contractors (CAOEC) reported approximately 6,200 wells were drilled in 2024, compared with 5,700 in 2023 and 5,500 in 2022. For the U.S., Enverus reported approximately 14,100 wells were started onshore in the U.S., compared with approximately 15,600 in 2023 and 17,600 in 2022. Drilling activity in the U.S. continued to weaken throughout 2024 due to oil price volatility and low natural gas prices, exacerbated by consolidation among producers, continued capital discipline, and drilling and completion efficiencies. In Canada, drilling activity is supported by strong fundamentals from additional take away capacity. In May 2024 the Trans Mountain expansion pipeline provided additional take away capacity and improved pricing for oil, while LNG Canada is expected to provide additional natural gas takeaway capacity and potential for improved pricing mid 2025.

Recently, commodity prices have been negatively affected by a combination of factors, including increased production, the decisions of OPEC+, concerns in respect of a recession and a strengthening in the U.S. dollar relative to most other currencies. Although OPEC+ agreed in December 2024 to extend oil production cuts into 2025, there is no assurance that the most recent OPEC+ agreement will be observed by its parties and OPEC+ may change its agreement depending upon market conditions. Oil and natural gas prices are expected to continue to be volatile as a result of tariffs and trade disputes, conflict in Ukraine, concerns around expansion of conflict in the Middle East, changes in oil and natural gas inventories, sanctions on Russian oil and natural gas exports and prices, global and national economic performance, the actions of OPEC+, and any coordinated releases of oil from or additions to strategic reserves by the U.S. (or any other country). Certain of these events and conditions may contribute to decreased exploration and drilling activities and a decrease in confidence in the oil and natural gas industry. These difficulties have been exacerbated in Canada and the U.S. by political and other actions resulting in uncertainty surrounding regulatory, tax, royalty and environmental regulation. Each of these factors have adversely affected, and could continue to adversely affect, the price of oil and natural gas and drilling activities by our customers, which would adversely affect

Precision Drilling Corporation 2024 Annual Information Form 23


 

the level of capital spending by our customers and in turn could have a material adverse effect on our business, financial condition, results of operations and cash flow.

The election of U.S. President Donald Trump in 2024 and the administration's policies have introduced and may continue to introduce additional volatility to oil and natural gas markets. Historically, the Trump administration pursued a policy favoring domestic energy production, rolling back environmental regulations, and increasing access to federal lands for drilling. A similar approach in a second term could boost U.S. oil and gas production, potentially lowering prices due to increased supply. However, trade tensions, tariffs and any retaliatory measures of other countries, shifts in foreign policy, and the administration's stance on OPEC+ interactions have and may continue to introduce additional uncertainties, which may result in reduced exploration and drilling activities and have a material adverse effect on our operations and cash flow. Additionally, the regulatory landscape could shift dramatically, with a possible relaxation of environmental restrictions and permitting processes affecting infrastructure development, pipelines, and drilling projects. These policy changes could have both positive and negative effects on the industry, depending on the balance between increased production, global market reactions, and investor confidence in long-term stability. Potential additional uncertainties may emerge from the future Canadian federal elections.

As a result of the continued volatility in oil and natural gas prices, regulatory uncertainty, and strategies of certain of our customers to focus on debt reductions, returning cash to shareholders or other capital discipline rather than incurring expenditures on exploration and drilling activities, demand for our services may be lower compared to historical periods when commodity prices were at similar levels. Reductions in commodity prices or factors that impact the supply and demand for oil and natural gas and lead to price volatility may result in reductions in capital budgets by our customers in the future, which could result in cancelled, delayed or reduced drilling programs by our customers and a corresponding decline in demand for our services. Additionally, the availability and pricing of alternative sources of energy, a transition to lower carbon intensive energy sources or a shift to a lower carbon economy, and technological advances may also depress the overall level of oil and natural gas exploration and production activity, similarly impacting the demand for our services.

If a reduction in exploration and development activities, whether resulting from changes in oil and natural gas prices or reductions in capital expenditures and capital budgets as described above or otherwise, continues or worsens, it could materially and adversely affect us by:

negatively impacting our revenue, cash flow, profitability and financial condition
restricting our ability to make capital expenditures and our ability to meet future contracted deliveries of new-build rigs
affecting the existing fair market value of our rig fleet, which in turn could trigger a write-down for accounting purposes
our customers negotiating, terminating, or failing to honour their drilling contracts with us
making our Senior Credit Facility financial covenants more difficult to maintain, and
negatively impacting our ability to maintain or increase our borrowing capacity, our ability to obtain additional capital to finance our business and our ability to achieve our debt reduction targets.

There is no assurance that demands for our services or conditions in the oil and natural gas and oilfield services sector will remain stable in the future. A significant decline in demand could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Additionally, we have accounts receivable with customers in the oil and natural gas industry and their revenues may be affected by fluctuations in commodity prices. Our ability to collect receivables may be adversely affected by any prolonged weakness in oil and natural gas prices.

Intense price competition and the cyclical nature of the contract drilling industry could have an adverse effect on revenue and profitability

The contract drilling business is highly competitive with many industry participants. In an environment characterized by fierce competition, companies often face pressure to lower prices to secure contracts, potentially eroding profit margins. We compete for drilling contracts that are usually awarded based on competitive bids. We believe pricing, rig availability and technology are the primary factors potential customers consider when selecting a drilling contractor. We believe other factors are also important, such as the drilling capabilities and condition of drilling rigs, the quality of service and experience of rig crews, the safety record of the contractor, the offering of ancillary services, the ability to provide drilling equipment that is adaptable, having personnel familiar with new technologies and drilling techniques, and rig mobility and efficiency.

Historically, contract drilling has been cyclical with periods of low demand, excess rig supply and low day rates, followed by periods of high demand, short rig supply and increasing day rates. Periods of excess drilling rig supply intensify the competition and often result in rigs being idle. There are numerous drilling companies in the markets where we operate, and an oversupply of drilling rigs can cause greater price competition. Contract drilling companies compete primarily on a regional basis, and the intensity of competition can vary significantly from region to region at any particular time. However, if demand for contract drilling and drilling services is better in a region where we operate, our competitors might respond by moving suitable drilling rigs in from other regions with lower demand, reactivating previously stacked rigs or purchasing new drilling rigs. An influx of drilling rigs into a market from any source could rapidly intensify competition and make any improvement in the demand for our drilling rigs short-lived, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, the development of new drilling technology by competitors has increased in recent years, which could negatively affect our ability to differentiate our services.

Precision Drilling Corporation 2024 Annual Information Form 24


 

Our business results and the strength of our financial position are affected by our ability to strategically manage our costs and capital expenditure program in a manner consistent with industry cycles and fluctuations in the demand for contract drilling services. If we do not effectively manage our costs and capital expenditures or respond to market signals relating to the supply or demand for contract drilling and oilfield services, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Lower activity in the contract drilling industry exposes us to the risk of oversupply of equipment

Periods of low demand often lead to low utilization. The number of drilling rigs competing for work in markets where we operate has remained the same as the industry has seen a decrease in drilling activity relative to periods prior to 2015. The industry supply of drilling rigs may exceed actual demand because of the relatively long-life span of oilfield services equipment as well as the typically long time from when a decision is made to upgrade or build new equipment to when the equipment is built and placed into service. Excess supply resulting from industry decline could lead to lower demand for term drilling contracts and for our equipment and services. The additional supply of drilling rigs allows competitors to potentially reallocate rigs to higher demand areas and has intensified price competition in the past and could continue to do so. This could lead to lower day rates in the oilfield services industry generally and lower utilization of existing rigs. If any of these factors materialize, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Pipeline constraints and other regulatory uncertainty in western Canada could have an adverse effect on the demand for our services in Canada

In western Canada, delays and/or the inability to obtain necessary regulatory approvals for pipeline projects that would provide additional transportation capacity and access to refinery capacity for our customers has led to downward price pressure on oil and natural gas produced in western Canada, which has depressed, and may continue to depress, the overall exploration and production activity of our customers. Canada generally has also lagged behind other natural gas producing countries in taking advantage of rising global demand and prices for natural gas primarily as a result of Canada’s lack of liquified natural gas facilities and, by extension, export capacity owing to regulatory delay and uncertainty. The Coastal Gas Link pipeline, which will transport natural gas to Kitimat, British Columbia, has been completed; however, the LNG Canada liquefaction facility and export terminal at Kitimat remains under construction, with first exports expected in 2025. Other proposed LNG facilities in Canada are at earlier stages of development, including Woodfibre LNG and Ksi Lisims LNG (completions currently anticipated between 2027 and 2029). There is no assurance that LNG projects in Canada will be completed on their expected timelines, or at all.

The regulatory uncertainty in Canada has impacted some of our customers’ ability to obtain financing as well as their ability to market their oil and natural gas, which has also depressed overall exploration and production activity. These factors could result in a corresponding decline in the demand for our services that could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Given the ongoing challenges in obtaining timely regulatory approvals and securing necessary infrastructure, there is concern that Canada’s oil and natural gas industry may continue to face competitive disadvantages compared to other energy-producing nations. Without further clarity on government policies and expedited project approvals, Canada risks missing out on the growing global demand for LNG and other energy exports, potentially leading to further reductions in drilling activity and capital investment in the region.

Risks and uncertainties associated with operating internationally can negatively affect our business

Operating in multiple international regions exposes us to various geopolitical risks that could adversely affect our operations and financial performance. Political instability, such as government upheavals, civil unrest, or regime changes, can disrupt our activities by leading to expropriation of assets, nationalization of industry, or nullification of existing contracts. Regulatory changes, including shifts in environmental policies, taxation, or labor laws, may increase operational costs or impose limitations on our drilling activities. International sanctions, whether imposed by the United States, Canada or other countries, can restrict our ability to conduct business in certain regions, limit access to necessary equipment or technology, and impede financial transactions. For instance, sanctions related to geopolitical conflicts can lead to significant negative impacts on economies and the markets for certain commodities, such as oil and natural gas. These factors could result in operational disruptions, increased costs, and reduced profitability, thereby materially affecting our business and financial condition. We continuously monitor geopolitical developments and strive to implement strategies to mitigate these risks, but the unpredictable nature of global politics means we cannot entirely eliminate their potential impact.

Our international operations are subject to risks normally associated with conducting business in foreign countries, including, but not limited to, the following:

an uncertain political and economic environment
the loss of revenue, property and equipment as a result of expropriation, confiscation, nationalization, contract deprivation and force majeure
war, terrorist acts or threats, civil insurrection and geopolitical and other political risks
fluctuations in foreign currency and exchange controls
restrictions on the repatriation of income or capital
increases in duties, taxes and governmental royalties
renegotiation of contracts with governmental entities

Precision Drilling Corporation 2024 Annual Information Form 25


 

changes in laws and policies governing operations of companies
compliance and regulatory challenges, including compliance with anti-corruption and anti-bribery legislation in Canada, the U.S. and other countries
trade restrictions, increased tariffs or embargoes imposed by the U.S. or other countries where we operate
tariffs or retaliatory trade policies, and trade disputes particularly between major oil and gas-producing nations, which may increase costs and create uncertainty in global energy markets
heightened international tensions and geopolitical instability, including disputes between major economies, which could disrupt global supply chains and impact oil and gas markets
increasing global scrutiny on environmental practices and the evolving landscape of climate change regulations; and
differences in cultural norms and social expectations

If there is a dispute relating to our international operations, we may be subject to the exclusive jurisdiction of foreign courts. In addition, we may not be able to file suits against foreign persons or subject them to the jurisdiction of a court in Canada or the U.S. or be able to enforce judgment or arbitrated awards against state-owned customers.

Government-owned petroleum companies located in some of the countries where we operate now or in the future may have policies, or may be subject to governmental policies, that give preference to the purchase of goods and services from companies that are majority-owned by local nationals. As such, we may rely on joint ventures, license arrangements and other business combinations with local nationals in these countries, which may expose us to certain counterparty risks, including the failure of local nationals to meet contractual obligations or comply with local or international laws that apply to us.

In the international markets where we operate, we are subject to various laws and regulations that govern the operation and taxation of our businesses and the import and export of our equipment from country to country. There may be uncertainty about how these laws and regulations are imposed, applied or interpreted, and they could be subject to change. Since we derive a portion of our revenues from subsidiaries outside of Canada and the U.S., the subsidiaries paying dividends or making other cash payments or advances may be restricted from transferring funds in or out of the respective countries, or face exchange controls or taxes on any payments or advances. We have organized our foreign operations partly based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange, and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. We believe these assumptions are reasonable; however, there is no assurance that foreign taxing or other authorities will reach the same conclusion. If these foreign jurisdictions change or modify the laws, we could suffer adverse tax and financial consequences.

Diverse regulatory frameworks across countries pose challenges in compliance, with variations in environmental standards, safety regulations, and permitting processes. Adapting to different regulatory environments may result in increased compliance costs, potential legal issues, and delays in project execution.

We are subject to compliance with the United States Foreign Corrupt Practices Act (FCPA) and the Corruption of Foreign Public Official Act (Canada) (CFPOA), which generally prohibit companies from making improper payments to foreign government officials for the purpose of obtaining business. While we have developed policies and procedures designed to achieve compliance with the FCPA, CFPOA and other applicable international laws, we could be exposed to potential civil and criminal claims, economic sanctions or other restrictions for alleged or actual violations of international laws related to our international operations, including anti-corruption and anti-bribery legislation, trade laws and trade sanctions. The Canadian government, the U.S. Department of Justice, the Securities and Exchange Commission (SEC), the U.S. Office of Foreign Assets Control and similar agencies have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for such violations, including injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs, among other things. We could also face fines, sanctions and other penalties from authorities in other relevant foreign jurisdictions, including prohibition of our participating in or curtailment of business operations in those jurisdictions and the seizure of drilling rigs or other assets. While we cannot accurately predict the impact of any of these factors, if any of those risks materialize, it could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flow.

Differences in cultural norms and social expectations can influence community relations, workforce dynamics, and stakeholder engagement. Failure to understand and navigate these aspects may lead to reputational damage, community opposition, or challenges in attracting and retaining skilled personnel.

Uncertainty as to the position of the United States in respect of world affairs and events

As a result of the 2024 U.S. presidential election and the related change in political agenda, there is continued uncertainty as to the position the United States will take with respect to world affairs and events. This uncertainty may include issues such as U.S. support for existing treaty and trade relationships with other countries, including Canada.

Additionally, the Canada-United States-Mexico Agreement (CUSMA) is set for review in 2026 and there is uncertainty if the parties will seek to renegotiate its terms.

Implementation by the U.S. of new legislative or regulatory regimes, tariffs or revisions to CUSMA could impose additional costs on us, decrease Canadian or U.S. demand for our services or otherwise negatively impact us or our customers, which may have a material adverse effect on our business, financial condition and operations. The potential for, and continuation of, tariffs

Precision Drilling Corporation 2024 Annual Information Form 26


 

imposed by the U.S. government and counter-tariffs imposed by the Canadian and other governments have created economic uncertainty, which could have a material adverse effect on our business, including impacts to commodity prices and potential impacts on cross-border supply chain. The impact of any tariffs by the U.S. and retaliatory measures from other countries remains uncertain. There is a possibility that trade disputes could escalate, which could have a material adverse impact on our operations and cash flows.

Any difficulty in retaining, replacing, or adding personnel could adversely affect our business

Our ability to provide reliable services depends on the availability of well-trained, experienced crews to operate our field equipment. We must also balance our need to maintain a skilled workforce with cost structures that fluctuate with activity levels. We retain the most experienced employees during periods of low utilization by having them fill lower-level positions on field crews. Many of our businesses experience manpower shortages in peak operating periods, and we may experience more severe shortages if the industry adds more rigs, oilfield services companies expand, and new companies enter the business.

We may not be able to find enough skilled labour to meet our needs, and this could limit growth. We may also have difficulty finding enough skilled and unskilled labour in the future if demand for our services increases. Shortages of qualified personnel have occurred in the past during periods of high demand. The demand for qualified rig personnel generally increases with stronger demand for land drilling services and as new and refurbished rigs are brought into service. Increased demand typically leads to higher wages that may or may not be reflected in any increases in service rates.

Other factors can also affect our ability to find enough workers to meet our needs. Our business requires skilled workers who can perform physically demanding work. Volatility in oil and natural gas activity and the demanding nature of the work, however, may prompt workers to pursue other kinds of jobs that offer a more desirable work environment and wages competitive to ours. Our success depends on our ability to continue to employ and retain skilled technical personnel and qualified rig personnel. If we are unable to, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Internationally, our operations rely on expat crews working in the host country where we operate. Any restriction, delays or embargo on issuance or renewal of work visas by host governments, or regulatory changes, can have a material impact on our ability to conduct operations.

We require sufficient cash flows to service and repay our debt

We will need sufficient cash flows in the future to service and repay our debt. Our ability to generate cash in the future is affected to some extent by general economic, geopolitical, financial, competitive and other factors that may be beyond our control. If we need to borrow funds in the future to service our debt, our ability will depend on covenants in our Senior Credit Facility and in our unsecured senior notes indentures and other debt agreements we may have in the future, and on our credit ratings. We may not be able to access sufficient amounts under the Senior Credit Facility or from the capital markets in the future to pay our obligations as they mature, or to fund other liquidity requirements. If we are not able to generate enough cash flow from operations or borrow a sufficient amount to service and repay our debt, we will need to refinance our debt or we will be in default, and we could be forced to reduce or delay investments and capital expenditures or dispose of material assets or issue equity. We may not be able to refinance or arrange alternative measures on favourable terms or at all. If we are unable to service, repay or refinance our debt, it could have a negative impact on our business, financial condition, results of operations and cash flow.

Repaying our debt depends on our ability to generate cash flow and our guarantor subsidiaries generating cash flow and making it available to us by dividend, debt repayment or otherwise. Our guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to allow us to make payments on our debt. Each guarantor subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from the subsidiaries. While the agreements governing certain existing debt limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions.

A substantial portion of our operations are carried out through subsidiaries, and some of them are not guarantors of our debt. The assets of the non-guarantor subsidiaries represent approximately 17% of Precision’s consolidated assets. These subsidiaries do not have any obligation to pay amounts due on the debt or to make funds available for that purpose.

If we do not receive funds from our guarantor subsidiaries, we may be unable to make the required principal and interest payments, which could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Customers’ inability to obtain credit/financing could lead to lower demand for our services

Many of our customers require reasonable access to credit facilities and debt capital markets to finance their oil and natural gas drilling activity. If the availability of credit to our customers is reduced or the terms of such credit become less favourable to them, they may reduce their drilling and production expenditures, thereby decreasing demand for our products and services. Relatively higher interest rates resulting from actions by central banks in response to inflation may reduce the amount of borrowing by our customers, which would decrease demand for our services. Additionally, certain investors and lenders may discourage investments or lending into the hydrocarbon industry. To the extent that certain institutions implement policies that discourage investments or lending into the hydrocarbon industry, it could have an adverse effect on the cost and terms of capital or availability of capital for our customers, which may result in reduced spending by our customers. A reduction in spending by our

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customers could have a material adverse effect on our business, financial condition, results of operations and cash flow as described further under – “Our operations depend on the prices of oil and natural gas, which are subject to volatility, and on the exploration and development activities of oil and natural gas exploration and production companies” on page 23.

Our debt facilities contain restrictive covenants

Our Senior Credit Facility and the Senior Notes Indentures contain a number of covenants which, among other things, restrict us and some of our subsidiaries from conducting certain activities (see Capital Structure – Material Debt – Unsecured Senior Notes on page 21). In the event our Consolidated Interest Coverage Ratio (as defined in our two Senior Note Indentures) is less than 2.0:1 for the most recent four consecutive fiscal quarters, the Senior Note Indentures restrict our ability to incur additional indebtedness. As of December 31, 2024, our Consolidated Interest Coverage Ratio, as calculated per our Senior Note Indentures, was 7.9.

In addition, we must satisfy and maintain certain financial ratio tests under the Senior Credit Facility (see Capital Structure – Material Debt on page 19). Events beyond our control could affect our ability to meet these tests in the future. If we breach any covenants, it could result in a default under the Senior Credit Facility or any of the Senior Note Indentures. If there is a default under our Senior Credit Facility, the applicable lenders could decide to declare all amounts outstanding under the Senior Credit Facility or any of the Senior Note Indentures to be due and payable immediately and terminate any commitments to extend further credit under the Senior Credit Facility. If there is an acceleration by the lenders and the accelerated amounts exceed a specific threshold, the applicable noteholders could decide to declare all amounts outstanding under any of the Senior Note Indentures to be due and payable immediately.

At December 31, 2024, we were in compliance with the covenants of our Senior Credit Facility.

New technology could reduce demand for certain rigs or put us at a competitive disadvantage

Advancements in drilling technologies are essential to meet the demands of complex exploration and development programs for both conventional and unconventional oil and natural gas reserves. Continuous improvements in areas such as drive systems, control systems, automation, mud systems, and top drives are crucial for enhancing drilling efficiency. Our success depends on our ability to deliver equipment and services that align with customer expectations. However, we cannot guarantee that our rig technology will consistently meet these evolving needs, especially as rigs age and technology advances. Competitors may develop technological improvements that are more advantageous, timely, or cost-effective, potentially placing us at a competitive disadvantage. Failure to adopt or invest in emerging technologies could lead to a decline in market share and profitability. Additionally, new technologies, services, or standards could render some of our services, drilling rigs, or equipment obsolete, adversely affecting our competitiveness and having a material negative impact on our business, financial condition, and results of operations.

Moreover, the increasing integration of digital technologies, such as artificial intelligence (AI) and the Internet of Things (IoT), into drilling operations presents both opportunities and challenges. While these technologies can enhance operational efficiency and decision-making, they also introduce risks related to cybersecurity threats, including data breaches and operational disruptions.

Furthermore, the industry's shift towards electrification, including the adoption of electric drilling rigs and hydraulic fracturing, aims to reduce emissions and improve environmental performance. However, challenges such as grid infrastructure limitations and the high costs associated with electrification may impede widespread implementation.

Entering new lines of business or technical enhancements to our existing operating capabilities can be subject to risks, including a potential lack of acceptance by consumers and increased capital expenditures

Our AlphaTM technologies and EverGreenTM suite of environmental solutions use new technologies and are relatively new lines of business for us. Our ability to generate revenue from new business lines is uncertain and there can be no assurance that they will be able to generate significant revenue or be profitable. We may not realize benefits from investments into new business lines or technical enhancements for several years or may not realize benefits from such investments at all. Failure to realize the intended benefits from such investments could negatively affect our ability to attract new customers or expand our offerings to existing customers and may adversely affect our results from operations.

The timing and amount of capital expenditures we incur, including those related to our AlphaTM technologies, EverGreenTM suite of environmental solutions and implementation of artificial intelligence and robotics technologies, will directly affect the amount of cash available to us. The cost of equipment generally escalates as a result of high input costs during periods of high demand for our drilling rigs and oilfield services equipment and other factors. There is no assurance that we will be able to recover higher capital costs through rate increases to our customers.

Artificial Intelligence may impact our business

The integration of artificial intelligence (AI) and robotics into our operations presents both opportunities and challenges. While these technologies have the potential to enhance efficiency, safety, and decision-making, their implementation carries inherent risks. There is no certainty that our investments in AI and robotics will yield materially better results, higher outputs, or increased productivity. Failure to adopt or invest adequately in these technologies could place us at a competitive disadvantage, leading

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to a decline in market share and profitability. Additionally, the use of AI throughout our organization is subject to risks related to data privacy and security, which could deter current and potential customers.

Moreover, the rapid pace of technological advancement may result in shorter lifecycles for AI and robotic systems, necessitating continuous investment to stay current. This could strain financial resources and divert capital from other critical areas. The complexity of integrating AI into existing workflows may also lead to operational disruptions during the transition period. Furthermore, increased reliance on AI systems introduces vulnerabilities to cyber threats, potentially compromising sensitive data and operational integrity.

Our business is subject to cybersecurity risks

We rely heavily on information technology systems and other digital systems for operating our business. Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and are increased by the growing complexity of our information technology systems. Cybersecurity attacks could include, but are not limited to, malicious software, attempts to gain unauthorized access to data and the unauthorized release, corruption or loss of data and personal information, account takeovers, and other electronic security breaches that could lead to disruptions in our critical systems. Other cyber incidents may occur as a result of natural disasters, telecommunication failure, utility outages, human error, design defects, and unexpected complications with technology upgrades. Risks associated with these attacks and other incidents include, among other things, loss of intellectual property, reputational harm, leaked information, improper use of our assets, disruption of our and our customers’ business operations and safety procedures, loss or damage to our data delivery systems, unauthorized disclosure of personal information which could result in administrative penalties and increased costs to prevent, respond to or mitigate cybersecurity events. Our increased use of technology, artificial intelligence and robotics in our service offerings could increase the potential impact that a cybersecurity incident or attack could have on our operations. Although we use various procedures and controls to mitigate our exposure to such risk, including cybersecurity risk assessments that are reviewed by our CGNRC, cybersecurity awareness programs for our employees, continuous monitoring of our information technology systems for threats, and insurance that may cover losses incurred as a result of certain cybersecurity attacks or incidents, cybersecurity attacks and other incidents are evolving and unpredictable, and these procedures and controls may not be effective. The occurrence of such an attack or incident could go unnoticed for a period of time. Any such attack or incident could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our and our customers’ operations are subject to numerous environmental laws, regulations and guidelines

In addition to expanded regulations and guidelines related specifically to climate change, we and our customers are subject to numerous environmental laws and regulations, including regulations relating to spills, releases and discharges of hazardous substances or other waste materials into the environment, requiring removal or remediation of pollutants or contaminants, and imposing civil and criminal penalties for violations. Some of these regulations apply directly to our operations and authorize the recovery of damages by the government, injunctive relief, and the imposition of stop, control, remediation and abandonment orders. For instance, our land drilling operations may be conducted in or near ecologically sensitive areas, such as wetlands that are subject to special protective measures, which may expose us to additional operating costs and liabilities for noncompliance with certain laws. Some environmental laws and regulations may impose strict and, in certain cases joint and several, liability. This means that in some situations we could be exposed to liability as a result of conduct that was lawful at the time it occurred, or conditions caused by prior operators or other third parties, including any liability related to offsite treatment or disposal facilities. The costs arising from compliance with these laws, regulations and guidelines may be material. The total costs of complying with environmental protection requirements is unknown, but we may experience increased insurance and compliance costs as further environmental laws and regulations are introduced.

We maintain liability insurance, including insurance for certain environmental claims, but coverage is limited and some of our policies exclude coverage for damages resulting from environmental contamination. We cannot assure that insurance will continue to be available to us on commercially reasonable terms, that the possible types of liabilities that we may incur will be covered by insurance, or that the dollar amount of the liabilities will not exceed our policy limits. Even a partially uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Governments in Canada and the U.S. may also consider more stringent regulations or restrictions of hydraulic fracturing, a technology used by most of our customers that involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production. Increasing regulatory restrictions could have a negative impact on the exploration of unconventional energy resources, which are only commercially viable with the use of hydraulic fracturing. Laws relating to hydraulic fracturing are in various stages of development at levels of governments in markets where we operate and the outcome of these developments and their effect on the regulatory landscape and the contract drilling industry is uncertain. Hydraulic fracturing laws or regulations that cause a decrease in the completion of new oil and natural gas wells and an associated decrease in demand for our services could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Any regulatory changes that impose additional environmental restrictions or requirements on us, or our customers, could increase our operating costs and potentially lead to lower demand for our services and have an adverse effect. There can also be no guarantee that other laws and other government programs relating to the oil and natural gas industry and the transportation industry will not be changed in a manner that directly and adversely impacts the demand for oil and natural gas which could

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affect our business, nor can there be any assurances that the laws, regulations or rules governing our customers will not be changed in a manner that adversely affects our customers and, therefore, our business. The potential for increased regulation and oversight may make it more difficult or costly for us to operate.

Major projects that would benefit our customers, such as new pipelines and other facilities, including liquified natural gas export facilities in Canada, may be inhibited, delayed or stopped by a variety of factors, including inability to obtain regulatory or governmental approvals or public opposition. Canada's carbon tax policies and environmental review requirements may increase our compliance costs.

Recent executive orders and political plans of the Trump Administration include a strong focus on expanding U.S. domestic oil and gas production, rolling back environmental protections and opening federal lands to drilling. While these policies may create opportunities, future administrations or local challenges may reverse these policies.

Relying on third-party suppliers has risks and shortages in supply of equipment could adversely impact our business

We source certain key rig components, raw materials, equipment and component parts from a variety of suppliers in Canada, the U.S. and internationally. We also outsource some or all construction services for drilling and service rigs, including new-build rigs, as part of our capital expenditure programs. We maintain relationships with several key suppliers and contractors and an inventory of key components, materials, equipment and parts. We also place advance orders for components that have long lead times. We may, however, experience cost increases, delays in delivery due to strong activity or financial hardship of suppliers or contractors, or other unforeseen circumstances relating to third parties. Increased inflation may also result in cost increases for the key components, materials, equipment and parts we use in our business. In times of increased demand for drilling services, there may be shortages of components, materials, equipment, parts and services required for our business. If our current or alternate suppliers are unable to deliver the necessary components, materials, equipment, parts and services we require for our businesses, including the construction of new-build drilling rigs, it can delay service to our customers and have a material adverse effect on our business, financial condition, results of operations and cash flow.

Supply chain disruptions can significantly impact our operations by affecting the availability and cost of essential drilling equipment and materials. Tariffs, trade disputes, revisions to trade agreements (like the USMCA), and geopolitical events such as sanctions can impact our opportunities and supply chain efficiency in North America by causing sudden shortages or increased costs for critical components. Natural disasters may damage infrastructure or halt production at key manufacturing hubs, causing delays in equipment delivery. Pandemics and epidemics can disrupt global supply chains through factory shutdowns, transportation restrictions, and labor shortages. These disruptions could lead to increased operational costs, project delays, and challenges in meeting customer commitments, thereby adversely affecting our business, financial condition, and results of operations. To mitigate these risks, we are committed to diversifying our supplier base, maintaining strategic inventories, and developing contingency plans to ensure operational resilience in the face of supply chain uncertainties.

Additionally, new laws in respect of forced labour and other human rights issues throughout the supply chain may result in increased compliance costs for us or a potential need to make changes to our supply chain.

Effects of climate change, including physical and regulatory impacts, could have a negative impact on our business

The views on climate change are evolving at a regional, national and international level. As a result, political and economic events may significantly affect the scope and timing of climate change measures and regulations that are ultimately put in place, which may challenge the oil and gas industry in a number of ways or result in changes to how companies in the industry operate or spend capital. Additionally, the risks of natural disasters that could impact our business may increase in the future as a result of climate change. Furthermore, consumer demand for alternative fuel sources may continue to rise and incentives to conserve energy may be developed. Our business may be adversely impacted as a result of climate change and its associated impacts, including, without limitation, our financial condition, results of operations, cash flow, reputation, access to capital, access to insurance, cost of borrowing, access to liquidity, and/or business plans.

Physical Impact

As discussed under “Business in our industry is seasonal and highly variable” on page 34, weather patterns in Canada and the northern U.S. affect activity in the oilfield services industry. Global climate change could impact the timing and length of the spring thaw and the period in which the muskeg freezes and thaws and could impact the severity of winter, which could have a material adverse effect on our business and operating results. Furthermore, extreme and evolving climate conditions could result in increased risks of, or more frequent, natural disasters such as flooding or forest fires and may result in delays or cancellation of some of our customer’s operations or could increase our operating costs (such as insurance costs), which could have a material adverse effect on our business and operating results. Extreme weather conditions could also impact the production and drilling of new wells. We cannot estimate the degree to which climate change and extreme climate conditions could impact our business and operating results; however, our insurance costs have increased, partially as a result of recent natural disasters.

Regulatory Impact

In response to climate change and increased focus on environmental protection, environmental laws, regulations and guidelines relating to the protection of the environment, including regulations and treaties concerning climate change or greenhouse gas and other emissions, continue to expand in scope. There has been an increasing focus on the reduction of greenhouse gas and

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other emissions and a potential shift to lower carbon intensive energy sources or a shift to a lower carbon economy. Laws, regulations or treaties concerning climate change or GHG and other emissions, including incentives to conserve energy or use alternate sources of energy, can have an adverse impact on the demand for oil and natural gas, which could have a material adverse effect on us. Such laws, regulations or treaties are evolving, and it is difficult to estimate with certainty the impact they will have on our business.

Canada and the U.S. were signatories to the Paris Agreement drafted at the United Nations Framework Convention on Climate Change (UNFCCC) in December 2015. On January 20, 2025, President Trump issued an Executive Order withdrawing the U.S. as a signatory to the Paris Agreement. The goals of the Paris Agreement are to prevent global temperature rise from exceeding 2 degrees Celsius above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius above pre-industrial levels. The Paris Agreement may provide for climate targets that could result in reduced global demand for oil and natural gas. In Canada, in connection with its commitments under the Paris Agreement, the federal government developed the Pan-Canadian Framework on Clean Growth and Climate Change in 2016 (the PCF). The PCF requires all provinces and territories to have a carbon price of $30 per tonne in 2020 and rising by $10 per year to $50 per tonne in 2022. In December 2020, the Canadian Government announced proposed $15 per year increases to the carbon price commencing in 2023, to reach a total of $170 per tonne by 2030. Provinces and territories can implement either an explicit price-based system (such as the systems implemented in British Columbia and Alberta) or a cap-and-trade system. Saskatchewan remains the only Canadian jurisdiction that has not joined the national plan set out in the PCF. Saskatchewan released its own output-based performance standards approach, which is applied only to certain large industrial facilities. The proposed system in Saskatchewan only partially meets the PCF standards; therefore, the federal carbon pollution pricing system will apply in Saskatchewan to sources not covered by Saskatchewan’s system. Certain Canadian provinces, including Alberta and Saskatchewan, had previously launched constitutional challenges related to the PCF; however, on March 25, 2021, the Supreme Court of Canada released its judgment confirming the constitutionality of Canada’s national carbon pricing regime. In November 2021, to conclude the 26th Conference of the Parties to the UNFCCC, nearly 200 countries including Canada signed the Glasgow Climate Pact, which reaffirms the commitments to limiting global temperature rise set out in the Paris Agreement. The Glasgow Climate Pact called for nations to submit new targets to the UNFCCC by the end of 2022 to align with the Paris Agreement’s goals, requests that nations take accelerated actions to reduce emissions by 2030 and asks nations to accelerate the development and adoption of policies to transition towards low-emission energy systems. It also includes the party nations’ agreement on rules under the Paris Agreement to create a global carbon credit market.

In December 2024, the Canadian Federal government finalized Clean Electricity Regulations, which are aimed at achieving net-zero emissions from Canada’s electricity grid by 2050. The regulations implement measures to limit carbon emissions produced by electricity generated using fossil fuels, which may include natural gas. Certain provinces in Canada have indicated opposition to the Clean Electricity Regulations, which may decrease domestic demand for natural gas in Canada, and have an adverse effect on the demand for our services.

As of the date hereof, it is not possible to predict the effect of the Paris Agreement, the Glasgow Climate Pact, Clean Electricity Regulations, and climate change-related legislation in Canada, the U.S. and globally on our business or whether additional climate-change legislation, regulations or other measures will be adopted at the federal, state, provincial or local levels in Canada, the U.S. or globally. While some of these regulations are in effect, others remain in various phases of review, discussion or implementation, leading to uncertainties regarding the timing and effects of these emerging regulations, making it difficult to accurately determine the cost impacts and effects on our operations. Further efforts by governments and non-governmental organizations to reduce greenhouse gas emissions appear likely, which, together with existing efforts, may reduce demand for oil and natural gas and potentially lead to lower demand for our services.

Transition Impact

In addition to the physical and regulatory effects of climate change on our business, an increasing focus on the reduction of greenhouse gas emissions and a potential shift to lower carbon intensive energy sources or a shift to a lower carbon economy may result in lower oil and natural gas prices and depress the overall level of oil and natural gas exploration and production activity, impacting the demand for our services from the oil and natural gas industry. Additionally, if our reputation is diminished as a result of the industry we operate in or services we provide, it could result in increased operating or regulatory costs, reduce access to capital, lower shareholder confidence or loss of public support for our business. It may also encourage exploration and production companies to diversify and limit drilling to find less carbon intensive energy alternatives.

Poor safety performance could lead to lower demand for our services

Standards for accident prevention in the oil and natural gas industry are governed by service company safety policies and procedures, accepted industry safety practices, customer-specific safety requirements, and health and safety legislation. Safety is a key factor that customers consider when selecting an oilfield services company. A decline in our safety performance could result in lower demand for services, which could have a material adverse effect on our business, financial condition, results of operations and cash flow. A public safety performance issue could also result in reputational damage to us or increased costs of operating and insuring assets.

We are subject to various health and safety laws, rules, legislation and guidelines which can impose material liability, increase our costs or lead to lower demand for our services.

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Our business could be negatively affected as a result of actions of activist shareholders and some institutional investors may be discouraged from investing in the industry in which we operate in

Activist shareholders could advocate for changes to our corporate governance, operational practices and strategic direction, which could have an adverse effect on our reputation, business and future operations. In recent years, publicly traded companies have been increasingly subject to demands from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or certain corporate actions or reorganizations. There can be no assurances that activist shareholders will not publicly advocate for us to make certain corporate governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities, could be costly and time consuming and could have an adverse effect on our reputation and divert the attention and resources of management and our Board, which could have an adverse effect on our business and operational results. Additionally, shareholder activism could create uncertainty about future strategic direction, resulting in loss of future business opportunities, which could adversely affect our business, future operations, profitability and our ability to attract and retain qualified personnel.

In addition to risks associated with activist shareholders, some institutional investors are placing an increased emphasis on ESG factors when allocating their capital. These investors may be seeking enhanced ESG disclosures or may implement policies that discourage investment in the hydrocarbon industry. Other investors may discourage investments in new lines of business which may be related to ESG matters. To the extent that certain institutions implement policies that discourage investments in our industry or new lines of business, it could have an adverse effect on our financing costs and term and access to liquidity and capital. Additionally, if our reputation is diminished as a result of the industry we operate in or service, it could result in increased operation or regulatory costs, lower shareholder confidence or loss of public support for our business.

The loss of one or more of our larger customers or consolidation among our customers could have a material adverse effect on our business and our current backlog of contract drilling revenue may decline

In 2024, approximately 44% of our revenue was received from our ten largest drilling customers and approximately 21% of our revenue was received from our three largest drilling customers. The loss of one or more of our larger customers could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, financial difficulties experienced by customers could adversely impact their demand for our services and cause them to request amendments to our contracts with them.

Our fixed-term drilling contracts generally provide our customers with the ability to terminate the contracts at their election, with an early termination payment to us if the contract is terminated before the expiration of the fixed term. During depressed market conditions or otherwise, customers may be unable to satisfy their contractual obligations or may seek to terminate or renegotiate or otherwise fail to honor their contractual obligations. In addition, we may not be able to perform under these contracts due to events beyond our control, and our customers may seek to terminate or renegotiate our contracts for various reasons, without paying an early termination payment. As a result, we may not realize all of our contract drilling backlog. In addition, the termination or renegotiation of fixed-term contracts without receiving early termination payments could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our contract drilling backlog may decline, as fixed-term drilling contract coverage over time may not be offset by new or renegotiated contracts or may be reduced by price adjustments to existing contracts, including as a result of the decline in the price of oil and natural gas, capital spending reductions by our customers or other factors.

Further, consolidation among oil and natural gas exploration and production companies may reduce the number of available customers. As exploration and production entities merge, they often seek operational synergies and cost efficiencies. This can lead to a reduction in the number of drilling services required. Also, integrated entities may opt for in-house drilling capabilities or favor established contracts with other service providers. This may result in increased competition for available contracts or contractual termination, potentially impacting pricing dynamics and profitability.

Our operations are subject to foreign exchange risk

Our U.S. and international operations have revenue, expenses, assets and liabilities denominated in currencies other than the Canadian dollar and are mostly in U.S. dollars and currencies that are pegged to the U.S. dollar. This means that currency exchange rates can affect our income statement, balance sheet and statement of cash flow (statements are titled as follows: Consolidated Statement of Net Earnings, Consolidated Statement of Financial Position, and Consolidated Statement of Cash Flows).

Translation into Canadian Dollars

When preparing our consolidated financial statements, we translate the financial statements for foreign operations that do not have a Canadian dollar functional currency into Canadian dollars. We translate assets and liabilities at exchange rates in effect at the period end date. We translate revenues and expenses using average exchange rates for the month of the transaction. We initially recognize gains or losses from these translation adjustments in other comprehensive income and reclassify them from equity to net earnings on disposal or partial disposal of the foreign operation. Changes in currency exchange rates could materially increase or decrease our foreign currency-denominated net assets, which would increase or decrease shareholders’ equity. Changes in currency exchange rates will affect the amount of revenues and expenses we record for our U.S. and

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international operations, which will increase or decrease our net earnings. If the Canadian dollar strengthens against the U.S. dollar, the net earnings we record in Canadian dollars from our U.S. and international operations will be lower.

Transaction exposure

We have long-term debt denominated in U.S. dollars. We have designated our U.S. dollar denominated unsecured senior notes as a hedge against the net asset position of our U.S. and foreign operations. This debt is converted at the exchange rate in effect at the period end dates with the resulting gains or losses included in the statement of comprehensive income. If the Canadian dollar strengthens against the U.S. dollar, we will incur a foreign exchange gain from the translation of this debt. Similarly, if the Canadian dollar weakens against the U.S. dollar, we will incur a foreign exchange loss from the translation of this debt. The vast majority of our international operations are transacted in U.S. dollars or U.S. dollar-pegged currencies. Transactions for our Canadian operations are primarily transacted in Canadian dollars. We occasionally purchase goods and supplies in U.S. dollars for our Canadian operations, and we maintain U.S. dollar cash in our Canadian operations.

We may be unable to access additional financing

We may need to obtain additional debt or equity financing in the future to support ongoing operations, undertake capital expenditures, repay existing or future debt including the Senior Credit Facility and the Senior Note Indentures, or pursue acquisitions or other business combination transactions. Volatility or uncertainty in the credit markets and inflationary pressure may increase costs associated with issuing debt or equity, and there is no assurance that we will be able to access additional financing when we need it, or on terms we find acceptable or favourable. Such volatility and uncertainty may be adversely impacted by potential negative perception of investing in the hydrocarbon industry. If we are unable to obtain financing to support ongoing operations or to fund capital expenditures, acquisitions, debt repayments, or other business combination transactions, it could limit growth and may have a material adverse effect on our business, financial condition, results of operations, and cash flow. See also “Our business could be negatively affected as a result of actions of activist shareholders and some institutional investors may be discouraged from investing in the industry in which we operate in.”

Increasing interest rates may increase our cost of borrowing

Increases to the Canadian or United States benchmark interest rates may have an impact on our cost of borrowing under our Senior Credit Facility and any debt financing we may negotiate. Actions by central banks to increase benchmark interest rates in reaction to inflation may increase our cost of borrowing and make the terms of borrowing less favourable to us.

Risks associated with turnkey drilling operations could adversely affect our business

We earn some of our revenue from turnkey drilling contracts. We expect that turnkey drilling will continue to be part of our service offering; however, turnkey contracts pose substantially more risk than wells drilled on a daywork basis. Under a typical turnkey drilling contract, we agree to drill a well for a customer to a specified depth and under specified conditions for a fixed price. We typically provide technical expertise and engineering services, as well as most of the equipment required for the drilling of turnkey wells and use subcontractors for related services. We typically do not receive progress payments and are entitled to payment by the customer only after we have met the full terms of the drilling contract. We sometimes encounter difficulties on wells and incur unanticipated costs, and not all the costs are covered by insurance. As a result, under turnkey contracts, we assume most of the risks associated with drilling operations that are generally assumed by customers under a daywork contract. Operating cost overruns or operational difficulties and higher contractual liabilities on turnkey jobs could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Mergers and acquisitions entail numerous risks and may disrupt our business or distract management

We consider and evaluate mergers and acquisitions of, or significant investments in, complementary businesses and assets as part of our business strategy. Mergers and acquisitions involve numerous risks, including unanticipated costs and liabilities, difficulty in integrating the operations and assets of the merged or acquired business, the ability to properly access and maintain an effective internal control environment over a merged or acquired company to comply with public reporting requirements, potential loss of key employees and customers of the merged or acquired companies, and an increase in our expenses and working capital requirements. Any merger or acquisition could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We may incur substantial debt to finance future mergers and acquisitions and also may issue equity securities or convertible securities for mergers and acquisitions. Debt service requirements could be a burden on our results of operations and financial condition. We would also be required to meet certain conditions to borrow money to fund future mergers and acquisitions. Mergers and acquisitions could also divert the attention of management and other employees from our day-to-day operations and the development of new business opportunities. Even if we are successful in integrating future mergers and acquisitions into our operations, we may not derive the benefits such as operational, financial, or administrative synergies we expect from mergers and acquisitions, which may result in us committing capital resources and not receiving the expected returns. Additionally, failing to pursue appropriate mergers when opportune may also pose a risk to our competitive positioning and

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growth potential. We may not be able to continue to identify attractive acquisition opportunities or successfully acquire identified targets.

Our operations face risks of interruption and casualty losses

Our operations face many hazards inherent in the drilling and well servicing industries, including blowouts, cratering, explosions, fires, loss of well control, loss of hole, reservoir damage, loss of directional control, damaged or lost equipment, and damage or loss from inclement weather or natural disasters. Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental damage, damage to the property of others, and damage to producing or potentially productive oil and natural gas formations that we drill through, which could have a material adverse effect on our business, financial condition, results of operations and cash flow. Additionally, unexpected events such as unplanned power outages, natural disasters, supply disruptions, pandemic illness or other unforeseeable circumstances could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our worldwide operations could be disrupted by terrorism, acts of war, political sanctions, earthquakes, telecommunications failures, power or water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics or pandemics and other natural or manmade disasters or catastrophic events, for some of which may be self-insured. The occurrence of any of these business disruptions could result in difficulties in transporting our crews, hiring or managing personnel as well as other significant losses, that may adversely affect our business, financial conditions, results of operations and cash flow, and require substantial expenditures and recovery time in order to fully resume operations.

Generally, drilling and service rig contracts separate the responsibilities of a drilling or service rig company and the customer. We try to obtain indemnification from our customers by contract for some of these risks even though we also have insurance coverage to protect us. We cannot assure; however, that any insurance or indemnification agreements will adequately protect us against liability from all the consequences described above. If there is an event that is not fully insured or indemnified against, or a customer or insurer does not meet its indemnification or insurance obligations, it could result in substantial losses. In addition, we may not be able to get insurance to cover any or all these risks, or the coverage may not be adequate. Insurance premiums or other costs may rise significantly in the future, making the insurance prohibitively expensive or uneconomic. Significant events, including terrorist attacks in the U.S., wildfires, flooding, severe hurricane damage and well blowout damage in the U.S. Gulf Coast region, have resulted in significantly higher insurance costs, deductibles and coverage restrictions. When we renew our insurance, we may decide to self-insure at higher levels and assume increased risk to reduce costs associated with higher insurance premiums.

Business in our industry is seasonal and highly variable

Seasonal weather patterns in Canada and the northern U.S. affect activity in the oilfield services industry. During the spring months, wet weather and the spring thaw make the ground unstable, so municipalities and counties and provincial and state transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment. This reduces activity and highlights the importance of the location of our equipment prior to the imposition of the road bans. The timing and length of road bans depend on weather conditions leading to the spring thaw and during the thawing period.

Additionally, certain oil and natural gas producing areas are located in parts of western Canada that are only accessible during the winter months because the ground surrounding or containing the drilling sites in these areas consists of terrain known as muskeg. Rigs and other necessary equipment cannot cross this terrain to reach the drilling site until the muskeg freezes. Moreover, once the rigs and other equipment have been moved to a drilling site, they may become stranded or be unable to move to another site if the muskeg thaws unexpectedly. Our business activity depends, at least in part, on the severity and duration of the winter season.

Litigation and legal claims could have an adverse impact on our business

We may be subject to legal proceedings and governmental investigations from time to time related to our business and operations. Lawsuits or claims against us could have a material adverse effect on our business, financial condition, results of operations and cash flow. While we maintain insurance that may cover the cost of certain litigation or have indemnity provisions in our favor, we cannot assure that any insurance or indemnification agreement will cover the cost of theses liabilities, thus litigation or claims could negatively impact our business, reputation, financial condition and cash flow.

Certain of our offerings use proprietary technology and equipment which can involve potential infringement of a third party’s rights or a third party’s infringement of our rights, including rights to intellectual property. From time to time, we or our customers may become involved in disputes over infringement of intellectual property rights relating to equipment or technology owned or used by us. As a result, we may lose access to important equipment or technology, be required to cease use of some equipment or technology, be forced to modify our drilling rigs or technology, or be required to pay license fees or royalties for the use of equipment or technology. In addition, we may lose a competitive advantage in the event we are unsuccessful in enforcing our rights against third parties, or third parties are successful in enforcing their rights against us. As a result, any technology disputes involving us or our customers or supplying vendors could have a material adverse impact on our business, financial condition, results of operations and cash flow.

Precision Drilling Corporation 2024 Annual Information Form 34


 

Public health crises, such as pandemics and epidemics, may impact our business

Local, regional, national or international public health crises, such as pandemics and epidemics, could have an adverse effect on local economies and potentially the global economy, which may adversely impact the price of and demand for oil and natural gas (and correspondingly, decrease the demand for our services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows). Such public health crises, pandemics, epidemics and disease outbreaks are continuously evolving and the extent to which our business operations and financial results continue to be affected depends on various factors, such as the duration, severity and geographic spread of any outbreak; the impact and effectiveness of governmental action to reduce the spread and treat such outbreak, including government policies and restriction; vaccine hesitancy and voluntary or mandatory quarantines; and the global response surrounding any such uncertainty.

The economic climate resulting from the impact of public health crises, pandemics and epidemics and any corresponding emergency measures that may be implemented from time to time by various governments may have significant adverse impacts on Precision including, but not exclusively:

potential interruptions of our business or operations
material declines in revenue and cash flows, as our customers are concentrated in the oil and natural gas industry
future impairment charges to our property, plant and equipment and intangible assets
risk of non-payment of accounts receivable and customer defaults, and
additional restructuring charges as we align our structure and personnel to the dynamic environment.

Additionally, such public health crises, if uncontrolled, may result in temporary shortages of staff to the extent our workforce is impacted and may result in temporary interruptions to our business or operations, which may have an adverse effect on our financial condition, results of operations and cash flow.

Unionization efforts and labor regulations could materially increase our costs or limit our flexibility

Efforts may be made from time to time to unionize portions of our workforce. We may be subject to strikes or work stoppages and other labor disruptions in connection with unionization efforts or renegotiation of existing contracts with unions. Unionization efforts, if successful, new collective bargaining agreements or work stoppages could materially increase our labor costs, reduce our revenues and adversely impact our operations and cash flow.

A successful challenge by the tax authorities of expense deductions could negatively affect the value of our common shares

Taxation authorities may not agree with the classification of expenses we or our subsidiaries have claimed, or they may challenge the amount of interest expense deducted. If the taxation authorities successfully challenge our classifications or deductions, it could have a material adverse effect on our business financial condition, results of operations and cash flow.

Losing key management could reduce our competitiveness and prospects for future success

Our future success and growth depend partly on the expertise and experience of our key management. There is no assurance that we will be able to retain key management. Losing these individuals could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our assessment of capital assets for impairment may result in a non-cash charge against our consolidated net income

We are required to assess our capital asset balance for impairment when certain internal and external factors indicate the need for further analysis. When assessing impairment triggers and calculating impairment it is based on management’s estimates and assumptions. We may consider several factors, including any declines in our share price and market capitalization, lower future cash flow and earnings estimates, significantly reduced or depressed markets in our industry, and general economic conditions, among other things. Any impairment write-down to capital assets would result in a non-cash charge against net earnings, which could be material.

Our credit ratings may change

Credit ratings affect our financing costs, liquidity and operations over the long term and are intended as an independent measure of the credit quality of long-term debt. Credit ratings affect our ability to obtain short and long-term financing and the cost of this financing, and our ability to engage in certain business activities cost-effectively.

If a rating agency downgrades our current corporate credit rating or rating of debt, or changes our credit outlook to negative, it could have an adverse effect on our financing costs and access to liquidity and capital.

The price of our common shares can fluctuate

Several factors can cause volatility in our share price, including increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, plans in respect of returns of capital to shareholders, failure to meet analysts’ expectations, changes in credit ratings, and speculation in the media or investment community about our financial condition or results of operations. General market conditions, the perception of the industry we operate in and service and Canadian, U.S. or international economic and social factors and political events unrelated to our performance may also affect the price of our shares. Investors should therefore not rely on past performance of our shares to predict the future performance

Precision Drilling Corporation 2024 Annual Information Form 35


 

of our shares or financial results. At times when our share price is relatively low, we may be subject to takeover attempts by certain companies or institutions acting opportunistically.

While there is currently an active trading market for our shares in the United States and Canada, we cannot guarantee that an active trading market will be sustained in either country. There could cease to be an active trading market due to, among other factors, minimum listing requirements of stock exchanges. If an active trading market in our shares is not sustained, the trading liquidity of our shares will be limited and the market value of our shares may be reduced.

Selling additional shares could affect share value

While we have a normal course issuer bid in place under which we may acquire our own shares, in the future, we may issue additional shares to fund our needs or those of other entities owned directly or indirectly by us, as authorized by the Board. We do not need shareholder approval to issue additional shares, except as may be required by applicable stock exchange rules, and shareholders do not have any pre-emptive rights related to share issues (see Capital Structure on page 15).

As a foreign private issuer in the U.S., we may file less information with the SEC than a company incorporated in the U.S.

As a foreign private issuer, we are exempt from certain rules under the United States Exchange Act of 1934 (the Exchange Act) that impose disclosure requirements, as well as procedural requirements, for proxy solicitations under Section 14 of the Exchange Act. Our directors, officers and principal shareholders are also exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. We are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor are we generally required to comply with Regulation FD, which restricts the selective disclosure of material non-public information. As a result, there may be less publicly available information about us than U.S. public companies and this information may not be provided as promptly. In addition, we are permitted, under a multi-jurisdictional disclosure system adopted by the U.S. and Canada, to prepare our disclosure documents in accordance with Canadian disclosure requirements, including preparing our financial statements in accordance with International Financial Reporting Standards (IFRS), which differs in some respects from U.S. GAAP. We are required to assess our foreign private issuer status under U.S. securities laws annually at the end of the second quarter. If we were to lose our status as a foreign private issuer under U.S. securities laws, we would be required to comply with U.S. securities and accounting requirements.

We have retained liabilities from prior reorganizations

We have retained all liabilities of our predecessor companies, including liabilities relating to corporate and income tax matters.

We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors

Management does not believe we are or will be treated as a passive foreign investment company (PFIC) for U.S. tax purposes. However, because PFIC status is determined annually and will depend on the composition of our income and assets from time to time, it is possible that we could be considered a PFIC in the future. This could result in adverse U.S. tax consequences for a U.S. investor. In particular, a U.S. investor would be subject to U.S. federal income tax at ordinary income rates, plus a possible interest charge, for any gain derived from a disposition of common shares, as well as certain distributions by us. In addition, a step-up in the tax basis of our common shares would not be available if an individual holder dies.

An investor who acquires 10% or more of our common shares may be subject to taxation under the controlled foreign corporation (CFC) rules.

Under certain circumstances, a U.S. person who directly or indirectly owns 10% or more of the voting power of a foreign corporation that is a CFC (generally, a foreign corporation where 10% or more U.S. shareholders own more than 50% of the voting power or value of the stock of the foreign corporation) for 30 straight days or more during a taxable year and who holds any shares of the foreign corporation on the last day of the corporation’s tax year must include in gross income for U.S. federal income tax purposes its pro rata share of certain income of the CFC even if the income is not distributed to the person. We are not currently a CFC, but this could change in the future.

 

Precision Drilling Corporation 2024 Annual Information Form 36


 

OUR DIRECTORS AND OFFICERS

 

 

BOARD OF DIRECTORS

Our by-laws provide that the Board has full, absolute and exclusive power, control, authority and discretion to manage Precision’s business and affairs, subject to the rights of our shareholders. Directors are elected at each annual meeting of shareholders for a one-year term or, subject to our constating documents and applicable laws, appointed by the Board to hold office until the next annual meeting. The table below provides information about each director, including his or her name, place of residence, current position with Precision and principal occupation during the last five years.

Name and

Place of Residence

Position Held with Precision

Principal Occupation
During the Last Five Years

William T. Donovan

North Palm Beach, Florida

United States

Director, since December 2008

Member, Audit Committee
(Chair since May 2020)
Member, Corporate Governance, Nominating and Risk Committee

Currently a private equity investor and corporate director.

Currently serves on the board of Silgan Holdings, Inc.

Steven W. Krablin

Houston, Texas

United States

Director, since May 2015 and Chairman of the Board since May 2017

Member, Audit Committee
Member, Corporate Governance, Nominating and Risk Committee
Member, Human Resources and Compensation Committee

Currently a private investor and corporate director.

Previously served on the boards of Chart Industries Inc. from 2006 to 2022 and Hornbeck Offshore Services, Inc. from 2005 to 2020.

Lori A. Lancaster

New York, New York

United States

Director, since October 2022

Member, Audit Committee
Member, Corporate Governance, Nominating and Risk Committee

Currently a corporate director.

Currently serves on the boards of Vital Energy Inc. and Intrepid Potash Inc.

Previously served on the board of HighPoint Resources Corporation from 2018 to 2021.

Susan M. MacKenzie

Calgary, Alberta

Canada

Director, since September 2017

Member, Corporate Governance, Nominating and Risk Committee
(Chair since May 2020)
Member, Human Resources and Compensation Committee

Currently a corporate director.

Currently serves on the board of MEG Energy Corporation.

Previously served on the boards of Freehold Royalties Ltd. from 2014 to 2022, Transglobe Energy from 2014 to 2020 and Enerplus Corporation from 2011 to 2023.

Kevin O. Meyers,

Ph.D.

Anchorage, Alaska

United States

Director, since September 2011

Member, Corporate Governance, Nominating and Risk Committee
Member, Human Resources and Compensation Committee

(Chair since May 2012)

Currently an independent energy consultant and corporate director.

Currently serves on the board of Hess Corporation.

Previously served on the boards of Denbury Resources Inc. from 2011 to 2023, Hornbeck Offshore Services Inc. from 2011 to 2020, and Denbury Inc. from 2011-2023.

David W. Williams

Spring, Texas

United States

Director, since September 2018

Member, Audit Committee
Member, Human Resources and Compensation Committee
Also attends management committee known as the HSE and Corporate Responsibility Council

Currently a corporate director.

 

Alice L. Wong

Saskatoon, Saskatchewan

Canada

Director, since May 2024

Member, Audit Committee
Member, Human Resources and Compensation Committee
Also attends management committee known as the HSE and Corporate Responsibility Council

Currently a corporate director.

Currently serves on the board of Hecla Mining Company.

 

Previously served as Senior Vice President, Chief Corporate Officer at Cameco Corporation from 2011 to 2024.

Kevin A. Neveu

Houston, Texas

United States

President and Chief Executive Officer and Director, since August 2007

Currently President and Chief Executive Officer and a director of Precision.

 

Precision Drilling Corporation 2024 Annual Information Form 37


 

Other Important Information About the Directors

No director or executive officer is or has been a director, chief executive officer, or chief financial officer of any company in the last 10 years that during their term or after leaving the role if the triggering event occurred during their term was:

the subject of a cease trade order (or similar order), or
denied access to any exemption under securities legislation (for more than 30 consecutive days).

In addition, except as set out below, no director or executive officer, nor any shareholder holding a sufficient number of Precision shares to materially affect control of Precision, is or has been:

personally, or a director or executive officer of a company in the last 10 years that, during their term or within a year of leaving the role:
became bankrupt
made a proposal under any bankruptcy or insolvency laws
was subject to or instituted any proceedings, arrangement or compromise with creditors, or
had a receiver, receiver manager or trustee appointed to hold its assets.
personally:
subject to penalties or sanctions imposed by a court related to Canadian securities legislation or a Canadian securities regulatory authority
party to a settlement with a Canadian securities regulatory authority, or
subject to any other penalties or sanctions imposed by a court or regulatory body that a reasonable investor would consider important.

Lori A. Lancaster served on the board of HighPoint Resources Corporation (HighPoint Resources). On March 14, 2021, HighPoint Resources filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware as part of a pre-packaged plan of reorganization. On April 1, 2021, HighPoint Resources successfully completed its merger with Bonanza Creek Energy Inc. (Bonanza Creek). Ms. Lancaster no longer sits on the board of HighPoint Resources.

Kevin O. Meyers, Ph.D. has served on the board of Denbury Resources (Denbury). On July 30, 2020, Denbury filed a voluntary petition for Chapter 11 bankruptcy of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas (Houston Division) to pursue a plan of reorganization. On September 18, 2020, Denbury emerged from bankruptcy as Denbury, Inc. Dr. Meyers served on the board of Denbury Inc. until November 2023.

Steven W. Krablin and Kevin O. Meyers served on the board of Hornbeck Offshore Services Inc. (Hornbeck). On May 19, 2020, Hornbeck filed a voluntary petition for Chapter 11 bankruptcy of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas (Houston Division) to pursue a plan of reorganization. On September 4, 2020, Hornbeck emerged from bankruptcy and appointed new directors. Mr. Krablin did not seek reappointment to the Hornbeck board in 2020. Hornbeck Offshore Services, Inc. became a private corporation in September 2020. Dr. Meyers served on the Hornbeck board until August 2022.

Kevin A. Neveu served on the board of Bonanza Creek. On January 4, 2017, Bonanza Creek and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware to pursue a plan of reorganization. On April 28, 2017, Bonanza Creek emerged from bankruptcy proceedings and appointed a new board of directors. Mr. Neveu no longer sits on the board of Bonanza Creek.

Steven W. Krablin served on the board of Penn Virginia Corporation (Penn Virginia). On May 12, 2016, Penn Virginia filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Eastern District of Virginia to pursue a plan of reorganization. On September 12, 2016, Penn Virginia emerged from bankruptcy proceedings and appointed a new board of directors. Mr. Krablin no longer sits on the board of Penn Virginia.

Our directors and officers annually disclose any potential conflict of interest. From time to time, directors and officers will face potential conflicts of interest related to our business. Any conflicts are subject to the procedures and remedies set out under the Business Corporations Act (Alberta). If directors find themselves in a conflict of interest, they are required to advise the Chair of the Board and abstain from participating in any discussions and voting on the matter or excuse themselves from the meeting.

Precision Drilling Corporation 2024 Annual Information Form 38


 

OUR BOARD COMMITTEES

Corporate Governance, Nominating and Risk Committee (CGNRC)

The CGNRC currently has five members, and all are independent directors:

Susan M. MacKenzie (chair), William T. Donovan, Steven W. Krablin, Lori A. Lancaster, and Dr. Kevin O. Meyers

The CGNRC is responsible for overseeing compliance with current governance requirements and monitoring emerging issues, developing and implementing best governance practices, and overseeing our approach to enterprise risk management.

Human Resources and Compensation Committee (HRCC)

The HRCC currently has five members, and all are independent directors:

Dr. Kevin O. Meyers (chair), Steven W. Krablin, Susan M. MacKenzie, David W. Williams, and Alice L. Wong

The HRCC is responsible for human resources and compensation governance, employee-wide programs and all matters relating to executive and director compensation. It is also responsible for conducting Board and Committee evaluations and developing director compensation programs.

Audit Committee

The Audit Committee currently has five members, and all are independent directors:

William T. Donovan (chair), Steven W. Krablin, Lori A. Lancaster, David W. Williams, and Alice L. Wong

The Audit Committee is a standing committee appointed by the Board to assist it in fulfilling its oversight responsibilities with respect to financial reporting, internal control systems and the external auditors.

Each member of the Audit Committee must be independent and financially literate to meet regulatory requirements in Canada, the U.S. and the NYSE corporate governance standards. The Board looks at the director’s ability to read and understand the financial statements of a business similar in complexity to Precision to determine whether a director is financially literate. The Board has determined that each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 and the corporate governance standards of the NYSE.

Mr. Donovan, Mr. Krablin, Ms. Lancaster, Mr. Williams, and Ms. Wong are all considered audit committee financial experts under SEC rules. They meet the requirements because of their training and experience.

Relevant Education and Experience

Each Audit Committee member has general business experience and education relevant to performing their responsibilities as a member of the committee:

William T. Donovan (Chair) is a private equity investor, a director of several private companies and currently serves on the audit committee of another public company. He was Chairman of the Board of Rockland Industrial Holdings, LLC of Milwaukee, Wisconsin from April 2006 until December 2013. He was a director of Grey Wolf, Inc. and served as Chair of the Audit Committee from 1997 until it was acquired by Precision Drilling Trust in December 2008. He was the President, Chief Executive Officer and Director of Total Logistics, Inc. prior to February 2005, and President, Chief Financial Officer and Director of Christiana Companies, Inc. prior to February 1999. Mr. Donovan has a Bachelor of Science degree and an MBA from the University of Notre Dame. Mr. Donovan was appointed to the Audit Committee in December 2008.
Steven W. Krablin is a private investor and corporate director and has over 40 years of experience as a corporate executive in the energy industry. He was President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services, Inc. from March 2009 until the sale of the company in January 2011. He also served as Chief Financial Officer of National Oilwell, Inc. and Enterra Corporation. Mr. Krablin received a Bachelor of Science and Business Administration (Accounting major) degree from the University of Arkansas and is a retired certified public accountant (CPA). Mr. Krablin was appointed to the Audit Committee in May 2015.
Lori A. Lancaster has over 25 years of experience as a strategic and financial advisor to the global natural resources sector. As a former senior energy investment banker, Ms. Lancaster has extensive knowledge and transaction experience in North American equity and debt capital markets, global corporate and asset level mergers & acquisitions. Ms. Lancaster’s energy investment banking career included roles as Managing Director in the Global Energy Groups of both UBS Securities and Nomura Securities International. She has also served as a Managing Director in the Global Natural Resources group of Goldman Sachs & Co. and early in her career held positions with J.P. Morgan & Co. and NationsBank Corporation. Ms. Lancaster received a Bachelor of Business Administration degree from Texas Christian University and an MBA degree from the University of Chicago Booth School of Business. Ms. Lancaster was appointed to the Audit Committee in October 2022.

Precision Drilling Corporation 2024 Annual Information Form 39


 

David W. Williams is a corporate director and has over 35 years of experience in the offshore drilling industry. He was Chairman, President and Chief Executive Officer of Noble Corporation from January 2008 until his retirement in January 2018. Previously, he was Executive Vice President of Diamond Offshore Drilling, Inc. Mr. Williams has served as a member of the Executive Committee and as Chairman of the International Association of Drilling Contractors, and as a board member of the American Petroleum Institute where he was a member of the Executive Committee and served as Chairman of the General Membership Committee from 2012 to 2013. Mr. Williams served as a member of the National Petroleum Council, the Society of Petroleum Engineers and the American Bureau of Shipping. Mr. Williams currently serves on the Dean’s Advisory Board of the Mays Business School at Texas A&M University, the Houston Museum of Natural Science Board of Trustees, and the board of The Children’s Assessment Center Foundation. Mr. Williams earned a Bachelor of Business Administration degree in Marketing from Texas A&M University. Mr. Williams was appointed to the Audit Committee in September 2018.
Alice L. Wong has more than 35 years of diverse experience in the nuclear fuel industry and most recently served as Senior Vice-President, Chief Corporate Officer at Cameco Corporation. She has also served as Vice-President Safety, Health, Environment, Quality and Regulatory Relations and Vice-President, Investor, Corporate and Government Relations. Before joining Cameco, she held various positions – as a sessional lecturer at the University of Saskatchewan, economics instructor at Saskatchewan Polytechnic, and auditor at the Canada Revenue Agency. Ms. Wong serves on the board of Hecla Mining Company. She previously served on the boards of Sask Energy Corporation, Canadian Nuclear Association, Mining Association of Canada, Saskatchewan Mining Association and Uranium Producers of America. Ms. Wong holds a Master of Arts (Economics) and a Bachelor of Commerce from the University of Saskatchewan and ICD.D designation from the Institute of Corporate Directors. Ms. Wong was appointed to the Audit Committee in May 2024.

Pre-Approval Policies and Procedures

Under the committee charter, the Audit Committee recommends the external auditors’ terms of engagement and fees to the Board for approval. It must also review and pre-approve all permitted non-audit services that will be provided by the auditors, or any of its affiliated entities, to us or any of our affiliates, subject to minimum approval level exceptions under applicable law.

The Audit Committee is required to pre-approve services to be performed by the external auditors and specified certain services that the auditors are prohibited from performing. Management, together with the external auditors, must prepare a list of the proposed services for the coming year and submit it to the committee for its review and approval. If the list includes services that have not been pre-approved by the committee, the chair of the Audit Committee or other designated member has the authority to pre-approve the services, as long as they are presented to the full committee for ratification at the next scheduled meeting. The Audit Committee receives an update on the status of any pre-approved services at each regularly scheduled meeting.

Since these procedures were implemented, 100% of each of the services provided by the external auditors relating to the fees reported as audit, audit-related, tax and all other fees have been pre-approved by the Audit Committee or a designated member.

See Appendix on page 45, for the full text of our Audit Committee Charter.

Audit Fees

The table below shows the fees billed to us and our affiliates for professional services provided by KPMG LLP, our external auditors, in fiscal 2024 and 2023:

Year ended December 31

2024

2023

Audit fees

  for professional audit services

$

1,730,501

 

$

1,606,079

Audit-related fees

  for assurance and other services that relate to the performance of the

  audit or review of our financial statements and are not reported as

  audit fees

Tax fees

  for tax advisory, tax compliance and tax planning services, including

  assistance with preparing Canadian federal and provincial income

  tax returns and international tax advisory services

233,431

 

431,742

All other fees

  for products and services other than those disclosed above

14,952

Total

$

1,963,933

 

$

2,052,773

 

Precision Drilling Corporation 2024 Annual Information Form 40


 

OUR EXECUTIVE OFFICERS

The table below provides information about each executive officer, including his or her name, place of residence, current positions and offices with Precision, and principal occupation during the last five years:

Name and Place of Residence

Current Position with Precision and Positions Held During the Last Five Years

Kevin A. Neveu

Houston, Texas, United States

President and Chief Executive Officer since January 2007.

Carey T. Ford

Houston, Texas, United States

Chief Financial Officer since March 2022.

Senior Vice President and Chief Financial Officer from May 2016 to March 2022.

Veronica H. Foley

Houston, Texas, United States

Chief Legal and Compliance Officer since March 2022.

Senior Vice President, General Counsel and Corporate Secretary from May 2016 to March 2022.

Shuja U. Goraya

Houston, Texas, United States

Chief Technology Officer since July 2018.

Darren J. Ruhr

Houston, Texas, United States

Chief Administrative Officer since July 2018.

Gene C. Stahl

Houston, Texas, United States

President, North American Drilling since February 2023.

Chief Marketing Officer from May 2019 to February 2023.

As at December 31, 2024, our directors and executive officers as a group beneficially owned, or controlled or directed, directly or indirectly, 638,551 common shares (approximately 4.63% of our issued and outstanding common shares).

None of our directors, executive officers, or any shareholder who beneficially owns, controls or directs, directly or indirectly, more than 10% of our outstanding common shares, or any of their known associates or affiliates, have had a direct or indirect material interest in any transaction affecting us in the three most recently completed financial years or in 2025 to the date of this AIF, or in any proposed transaction that has had or is reasonably expected to have a material effect on Precision.

Precision Drilling Corporation 2024 Annual Information Form 41


 

OTHER MATERIAL INFORMATION

 

 

INTERESTS OF EXPERTS

KPMG LLP (KPMG) is the auditor of Precision. KPMG has confirmed that they are independent from Precision within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and that they are independent accountants with respect to Precision under all relevant U.S. professional and regulatory standards.

MATERIAL CONTRACTS

Other than contracts we entered in the ordinary course of business, we had four material contracts in effect at the end of 2024: Senior Credit Facility Agreement and amendments thereto, 2026 Note Indenture, 2029 Note Indenture, and Shareholder Rights Plan Agreement.

For details of our Senior Credit Facility Agreement and amendments thereto and each of the Note Indentures, see Capital Structure – Material Debt on page 19. For details of our Shareholder Rights Plan Agreement, see Capital Structure – Common Shares – Shareholder Rights Plan on page 16. We filed copies of these contracts on SEDAR+ and on EDGAR.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

We are not a party to, and our properties are not the subject of, any material legal proceedings. We are also not aware of any potential material legal proceedings. We have not entered into any settlement agreements or been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s discussion and analysis (MD&A) of our financial condition and results of operation relating to our consolidated financial statements for the fiscal year ended December 31, 2024, forms part of our 2024 Annual Report and is incorporated by reference in this AIF. The MD&A appears on pages 2 to 42 of our 2024 Annual Report.

TRANSFER AGENT AND REGISTRAR

Computershare, located in Calgary, Alberta, is the transfer agent and registrar of our common shares. In the U.S., our co-transfer agent is Computershare Trust Company NA located in Canton, Massachusetts.

ADDITIONAL INFORMATION ABOUT PRECISION

Additional information about Precision is available on our website and on SEDAR+. Copies are also available from us free of charge by contacting our Corporate Secretary:

Precision Drilling Corporation

800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Tel: 403.716.4500

Email: corporatesecretary@precisiondrilling.com

You can find additional information about Precision in the following documents:

our Management Information Circular (including information about director and officer compensation and indebtedness and shares authorized for issuance under Precision’s equity compensation plans) for the most recent annual meeting of shareholders, which was held on May 16, 2024.
our 2024 Annual Report containing our Annual Consolidated Financial Statements and MD&A for the year ended December 31, 2024.

ABOUT REGISTERED TRADEMARKS

We own registered trademarks, service marks and trade names that we use in our business including, but not limited to, Precision Drilling Corporation, Precision Drilling, PD logo and design, Grey Wolf, Super Series, Precision Super Single, Super Triple, AlphaTM, AlphaAutomationTM, AlphaAppsTM, AlphaAnalyticsTM and EverGreenTM. Although the trademarks, service marks and trade names referred to in this AIF or the documents incorporated by reference may be listed without the ®, SM and TM symbols for convenience, we will assert our rights to them to the fullest extent under the law.

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FINANCIAL MEASURES AND RATIOS

NON-GAAP FINANCIAL MEASURES

We reference certain additional Non-Generally Accepted Accounting Principles (Non-GAAP) measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.

Adjusted EBITDA

We believe Adjusted EBITDA (earnings before income taxes, gain on repurchase of unsecured senior notes on acquisition, gain on acquisition, loss on investments and other assets, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals, and depreciation and amortization), as reported in our Consolidated Statements of Net Earnings, is a useful measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.

The most directly comparable financial measure is net earnings.

See Financial Measures and Ratios in our MD&A for the year-ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca.

NON-GAAP RATIOS

We reference certain additional non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.

Net Debt to Adjusted EBITDA

We believe that the Net Debt (long-term debt less cash, as reported in our Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication to the number of years it would take for us to repay our debt obligations. See Financial Measures and Ratios in our MD&A for the year-ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca.

SUPPLEMENTARY FINANCIAL MEASURES

We reference certain supplementary financial measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.

Capital Spending by Spend Category

We provide additional disclosure to better depict the nature of our capital spending. Our capital spending is categorized as expansion and upgrade, maintenance and infrastructure, or intangibles. See Financial Measures and Ratios in our MD&A for the year-ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION AND STATEMENTS

We disclose forward-looking information to help current and prospective investors understand our future prospects.

Certain statements contained in this AIF, including statements that contain words such as could, should, can, anticipate, estimate, intend, plan, expect, believe, will, may, continue, project, potential and similar expressions and statements relating to matters that are not historical facts constitute forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward-looking information and statements).

Our forward-looking information and statements in this AIF include, but are not limited to, the following:

our outlook on oil and natural gas prices
our expectations about drilling activity in North America and the Middle East and the market demand for drilling rigs
anticipated demand for our drilling rigs
plans for returns of capital to shareholders
customer adoption of AlphaTM technologies and EverGreenTM suite of environmental solutions
our future debt reduction and share repurchase plans
expectations for implementation of additional EverGreenTM solutions systems
the potential impact liquified natural gas export development could have on North American drilling activity
our ability to remain compliant with our Senior Credit Facility financial debt covenants
our ability to react to customer spending plans as a result of changes in oil and natural gas prices
target Net Debt to Adjusted EBITDA, and
the impact of an increase/decrease in capital spending.

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These forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These include, among other things:

the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets
the status of current negotiations with our customers and vendors
customer focus on safety performance
existing term contracts are neither renewed nor terminated prematurely
continued market demand for our drilling rigs
our ability to deliver rigs to customers on a timely basis
the impact of climate change on our business
the general stability of the economic and political environments globally and in the jurisdictions where we operate, and
the impact of an increase/decrease in capital spending.

Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:

volatility in the price and demand for oil and natural gas
fluctuations in the level of oil and natural gas exploration and development activities
fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services
our customers’ inability to obtain adequate credit or financing to support their drilling and production activity
changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage
shortages, delays and interruptions in the delivery of equipment supplies and other key inputs
liquidity of the capital markets to fund customer drilling programs
availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed
the physical, regulatory and transition impacts of climate change
the impact of weather and seasonal conditions on operations and facilities
the impact of tariffs and trade disputes
competitive operating risks inherent in contract drilling, well servicing and ancillary oilfield services
ability to improve our rig technology to improve drilling efficiency
public health crises that impact demand for our services and our business
general political, economic, market or business conditions
the availability of qualified personnel and management
a decline in our safety performance which could result in lower demand for our services
business interruptions related to cybersecurity risks
changes to, and new laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and natural gas
terrorism, social, civil and political unrest globally or in the foreign jurisdictions where we operate
fluctuations in foreign exchange, interest rates and tax rates, and
other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions.

Readers are cautioned that the foregoing list of risk factors is not exhaustive. You can find more information about these and other factors that could affect our business, operations or financial results in this AIF under Risks in Our Business, starting on page 23 and in other reports on file with securities regulatory authorities from time to time which you can find in our profile on SEDAR+ (www.sedarplus.ca) or in our profile on EDGAR (www.sec.gov).

All of the forward-looking information and statements made in this AIF are expressly qualified by these cautionary statements. There can be no assurance that actual results or developments that we anticipate will be realized. We caution you not to place undue reliance on forward-looking information and statements. The forward-looking information and statements made in this AIF are made as of the date hereof. We will not necessarily update or revise this forward-looking information as a result of new information, future events or otherwise, unless we are required to by securities law.

Forward-looking information and statements in this AIF may also address our sustainability plans and progress. The inclusion of these statements is not an indication that these contents are necessarily material to investors and certain standards for measuring progress for sustainability are still developing (including for emissions disclosures).

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APPENDIX

 

 

 

AUDIT COMMITTEE CHARTER

Purpose

The purpose of this document is to establish the terms of reference of the Audit Committee (the Committee) of Precision Drilling Corporation (the Corporation). The Committee is a permanent committee of the Board of Directors of the Corporation (the Board of Directors) appointed to assist the Board of Directors in fulfilling its oversight responsibilities with respect to financial reporting by the Corporation. Responsibility for accounting for transactions and internal control over financial reporting lies with senior management (Management) of the Corporation.

The requirement to have an audit committee is established in Section 171 of the Business Corporations Act (Alberta) and, in addition, is required pursuant to National Instrument 52-110 – Audit Committees, as adopted by the Canadian Securities Administrators and the United States Securities Exchange Act of 1934 (the Exchange Act), as amended for issuers listed on the New York Stock Exchange (the NYSE).

The Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to:

the integrity of financial reporting to the Shareholders of the Corporation (the Shareholders) and to the Corporation’s other stakeholders including investors, customers, suppliers and employees;
the integrity of the accounting and financial reporting process and system of controls, including the internal and external audit processes;
the Corporation’s compliance with legal and regulatory requirements as they relate to financial reporting matters;
the external auditor’s qualifications and independence;
the reporting protocol and independence of the internal auditor of the Corporation (Audit Services);
the work and performance of the Corporation’s financial management, Audit Services’ function and its external auditor; any other matter specifically delegated to the Committee by the Board of Directors or mandated under applicable laws, rules and regulations as well as the listing standards of the Toronto Stock Exchange (the TSX) and the NYSE;
the Corporation’s compliance with ethical standards adopted by the Corporation through the oversight of the PD EthicsLine; and
the Corporation’s approach, strategy, performance and reporting on environmental, social and governance (ESG) risks and their impact on the Corporation’s financial statements and related internal controls.

Committee Responsibilities

The Committee shall:

Annual and Quarterly Financial Statements

review and discuss with Management and the external auditor the annual and interim financial statements of the Corporation and related notes and management’s discussion and analysis and make recommendations to the Board of Directors for their approval;
ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures;
review and oversee the work of the external auditor for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the external auditor regarding financial reporting;
review and discuss with Management and the external auditor, as applicable:
all critical accounting policies and practices to be used in the annual audit;
major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, and major issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies;
analyses prepared by Management or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative International Financial Reporting Standards (IFRS) methods on the financial statements of the Corporation and any other opinions sought by Management from an independent or other audit firm or advisor with respect to the accounting treatment of a particular item;
any problems, difficulties or differences encountered in the course of the audit work or restrictions on the scope of the external auditor’s activities or access to requested information and Management’s response thereto;
the effect of regulatory and accounting initiatives on the financial statements of the Corporation and other financial disclosures;

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any reserves, accruals, provisions or estimates that may have a significant effect upon the financial statements of the Corporation;
the use of any “pro forma” or “adjusted” information not in accordance with IFRS;
discuss with Management and the external auditor any accounting adjustments that were noted or proposed by the external auditor or Audit Services but were not adopted (as immaterial or otherwise) and Management or internal control letters issued or proposed to be issued by the Corporation’s external auditor and Management’s response to such letters;
review other financial information included in the Corporation’s Annual Report to ensure that it is consistent with the Board of Directors’ knowledge of the affairs of the Corporation and is unbiased and non-selective;
upon the Committee’s request, receive from the Chief Executive Officer (the CEO) and the Chief Financial Officer (the CFO) of the Corporation a certificate certifying in respect of each annual and interim report of the Corporation the matters such officers are required to certify in connection with the filing of such reports under applicable securities laws and receive and review disclosures made by such officers regarding any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving Management or persons who have a significant role in the Corporation’s internal controls;
cause to be prepared any report required by law, regulations or stock exchange requirements to be included in the Corporation’s annual and quarterly reports;

Other Financial Filings and Public Documents

review and recommend to the Board of Directors types of financial information of the Corporation, including any "pro forma," "adjusted" or non-IFRS financial information and earnings guidance, contained in any filings with the securities regulators or news releases related thereto (or provided to analysts or rating agencies). Consideration should be given as to whether the information is consistent with the information contained in the financial statements of the Corporation or any subsidiary with publicly-listed securities. Such review and discussion should occur before public disclosure and may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made);

Duties Related to Capital Expenditures

review and recommend to the Board of Directors requests from Management for (a) any additional unbudgeted capital and (b) any replenishment of the CEO’s and/or Chairman of the Board’s capital approval authority under the Corporation’s Corporate Policy No. 2 – Authority Levels;
receive and review Authorizations for Expenditures from Management for material capital expenditures on a “Notice of Allocation” basis;

Internal Control Environment

ensure that Management, in conjunction with the external auditor and Audit Services, provides to the Committee an annual assessment on the Corporation's control environment as it pertains to the Corporation's financial reporting process and controls;
in coordination with the Corporate Governance, Nominating and Risk Committee’s oversight of risk, review annually (or as necessary) significant financial risks or exposures and assess the steps Management has taken to monitor, control, report and mitigate such risks to the Corporation, including the Corporation’s risk assessment and risk management policies such as use of financial derivatives and hedging activities;
review significant findings prepared by the external auditor and Audit Services together with Management's responses;
review, in consultation with Audit Services and the external auditor, the audit plans of Audit Services and the external auditor and enquire as to the extent the planned scope can be relied upon to detect weaknesses in internal controls, fraud or other illegal acts. The Committee will assess the coordination of audit efforts to assure completeness of coverage and the effective use of audit resources. Any significant recommendations made by the auditor for the strengthening of internal controls shall be reviewed and discussed with Management;
review annually the administrative reporting protocol for the head of Audit Services;
review annually the performance and compensation of Audit Services;
review and approve the annual Audit Services internal audit plan and all major changes to the plan, the internal auditing budget and staffing;
review the following issues with Management and the head of Audit Services:
significant findings of the Audit Services group as well as Management’s response to them;
any difficulties encountered in the course of their internal audits, including any restrictions on the scope of their work or access to required information;
compliance with the Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing;
review and annually approve the Audit Services Charter;
approve the appointment, replacement or dismissal of the head of the Audit Services;

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direct the head of Audit Services to review any specific areas the Committee deems necessary;
confirm and assure annually the independence of Audit Services and the external auditor;

External Auditor

recommend to the Board of Directors the appointment/reappointment of the external auditor;
review with the external auditor and Management the general audit approach and scope of proposed audits of the financial statements of the Corporation, the objectives, staffing, locations, co-ordination and reliance upon Management in the audit, the overall audit plans, the audit procedures to be used and the timing and estimated budgets of the audits;
review the terms of the external auditor’s engagement letter and recommend to the Board of Directors the compensation to be paid by the Corporation to the external auditor;
review the reasons for any proposed change in the external auditor and any other significant issues related to the change, including the response of the incumbent external auditor, and enquire as to the qualifications of the proposed external auditor before making its recommendations to the Board of Directors;
be directly responsible for the retention of (including termination) and oversight of the work of any auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management or Audit Services and the auditor regarding financial reporting or the application of any accounting principles or practices;
require the external auditor and Audit Services to report directly to the Committee;
provide the external auditor with notice of every meeting of the Committee and, at the expense of the Corporation, the opportunity to attend and be heard thereat, and if so requested by a member of the Committee, require the external auditor to attend every meeting of the Committee held during the term of the office of the external auditor;
approve all auditing services to be provided by the external auditor and non-audit services to be performed for the Corporation or any affiliated entities by the external auditor or any of their affiliates subject to any de minimus exception allowed by applicable law. The Committee may delegate to one or more designated independent members of the Committee the authority to pre-approve non-audit services, provided that any audit or non-audit services that have been pre-approved by any such delegate of the Committee must be presented to the Committee for ratification at its first scheduled meeting following such pre-approval;
review and approve the disclosure with respect to audit and non-audit services provided by the external auditor;
review with the external auditor and Management the general audit approach and scope of proposed audits of the financial statements of the Corporation, the objectives, staffing, locations, co-ordination and reliance upon Management in the audit, the overall audit plans, the audit procedures to be used and the timing and estimated budgets of the audits;
discuss with the external auditor, without Management being present, (a) the external auditor’s judgment about the quality, integrity and appropriateness of the Corporation’s accounting principles and financial disclosure practices as applied in its financial reporting and (b) the completeness and accuracy of the Corporation’s financial statements;
annually request and review a report from the external auditor regarding (a) the external auditor’s internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, Canadian Public Accountability Board or Public Company Accounting Oversight Board or other available peer review of the external auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;
review and confirm the independence of the external auditor, including all relationships between the external auditor and the Corporation;
evaluate the qualifications and performance of the external auditor;
review and approve hiring policies regarding partners, employees and former partners and employees of the present and former external auditor;
ensure that the lead audit partner of the external auditor and the audit partner responsible for reviewing the audit are rotated at least every five years as required by the Sarbanes-Oxley Act of 2002 and Regulation S-X, and further consider rotation of the external auditor firm itself;
review the results of the annual external audit, including the auditors’ report to the Shareholders and any other reports prepared by the external auditor and the informal reporting from the external auditor on accounting systems and internal controls, including Management’s response;

Other Review Items

review any legal regulatory or compliance matter, claim or contingency that could have a significant impact on the financial statements of the Corporation, the Corporation’s compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed in the Corporation’s financial statements;
review the treatment for financial reporting purposes of any significant transactions which are not a normal part of the Corporation’s operations;

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establish and periodically review procedures for (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters or other matters that could negatively affect the Corporation, such as violations of the Corporation’s Code of Business Conduct and Ethics;
review with Management, Audit Services and the external auditor any significant complaints received related to disclosure, financial controls, fraud or other matters;
oversee Management’s process to ensure its disclosure regarding forward looking information is appropriate and thorough;

Committee Governance

annually establish a set of objectives for the Committee for the respective calendar year, with the status of such objectives to be reviewed and evaluated by the Committee on a quarterly basis;
meet in an in-camera session regularly with the external auditor, the head of Audit Services, members of Management and as a Committee alone;
meet in separate non-Management, closed sessions with any other internal personnel or outside advisors, as necessary or appropriate; and
review annually its own performance.

In addition to the foregoing items, the Committee shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board of Directors.

Limitation of Committee’s Role

While the Committee has the responsibilities and powers set forth in its Charter, it is not the duty of the Committee to prepare financial statements, plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of Management and the external auditor.

The Committee, the Chair of the Committee and any Committee members identified as having accounting or related financial expertise are members of the Board of Directors, appointed to the Committee to provide broad oversight of the financial, risk and control-related activities of the Corporation, and are specifically not accountable or responsible for the day-to-day operation or performance of such activities.

Although the designation of a Committee member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Committee and Board of Directors in the absence of such designation. Rather, the role of a Committee member who is identified as having accounting or related financial expertise, like the role of all Committee members, is to oversee the process, not to certify or guarantee the internal or external audit of the Corporation’s financial information or public disclosure.

Committee Structure and Authority

(a) Composition

The Committee shall consist of not less than three directors as determined by the Board of Directors, and all of whom shall qualify as independent directors pursuant to (i) National Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators and as amended from time to time) (NI 52-110); (ii) Section 303A.02 of the NYSE Listed Company Manual; (iii) Rule 10A-3 under the Exchange Act; and (iv) any additional requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the shares of the Corporation are listed for trading.

All members of the Committee shall be financially literate, as defined in NI 52-110, and at least one member shall have "accounting or related financial management expertise". In particular, at least one member shall have: (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other relevant experience:

an understanding of generally accepted accounting principles and financial statements;
the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;
expertise preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to

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be raised by the Corporation's financial statements, or experience actively supervising one or more persons engaged in such activities;
an understanding of internal controls and procedures for financial reporting; and
an understanding of audit committee functions.

Committee members may not, other than in their respective capacities as members of the Committee, the Board of Directors or any other committee of the Board of Directors, accept directly or indirectly any consulting, advisory or other compensatory fee from the Corporation or any subsidiary of the Corporation, or be an "affiliated person" (as such term is defined in the Exchange Act and the rules adopted by the U.S. Securities and Exchange Commission thereunder) of the Corporation or any subsidiary of the Corporation. For greater certainty, directors' fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Corporation that are not contingent on continued service should be the only compensation a Committee member may receive from the Corporation.

No Committee member shall serve on the audit committees of more than three other issuers without prior determination by the Board of Directors that such simultaneous service would not impair the ability of such member to serve effectively on the Committee.

(b) Appointment and Replacement of Committee Members

Each member of the Committee shall serve at the pleasure of the Board of Directors. Any member of the Committee may be removed or replaced at any time by the Board of Directors and shall automatically cease to be a member of the Committee upon ceasing to be a Director of the Corporation.

The Board of Directors may fill vacancies on the Committee by appointment from among its number. The Board of Directors shall fill any vacancy if the membership of the Committee is less than three directors. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all their power so long as a quorum.

Subject to the foregoing, the members of the Committee shall be appointed by the Board of Directors annually and each member of the Committee shall hold office until the next Annual Meeting of the Shareholders of the Corporation after his or her election or until his or her successor shall be duly qualified and appointed.

(c) Quorum

A majority of the Committee present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak to each other shall constitute a quorum.

(d) Review of Charter and Position of the Committee Chair

The Committee shall review and reassess the adequacy of this Charter and the description of the Committee Chair description at least annually and otherwise as it deems appropriate, and recommend changes to the Board of Directors. The Committee shall reference this Charter in establishing its annual goals and meeting objectives.

(e) Delegation

The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.

(f) Reporting to the Board of Directors

The Committee will report through the Chair of the Committee to the Board of Directors on matters considered by the Committee, its recommendations and performance relative to annual objectives and its Charter.

(g) Committee Chair Responsibilities

The Board of Directors shall appoint a Chair of the Committee, who is expected to provide leadership to the Committee to enhance its effectiveness. In such capacity, the Chair of the Committee will perform the duties and responsibilities set forth in the “Position Description - Audit Committee Chair”.

(h) Calling of Meetings

Any member of the Committee, the Chairman of the Board of Directors, the Corporate Secretary of the Corporation or the external auditor of the Corporation may call a meeting. The Committee shall meet at least four times per year and as many additional times as needed to carry out its duties effectively.

(i) Notice of Meetings

Notice of the time and place of every meeting shall be given in writing or electronic communication to each member of the Committee at least 48 hours prior to the time fixed for such meeting. Notice of each meeting shall also be given to the external auditors of the Corporation. A member and the external auditors may in any manner waive notice of a Committee meeting. Attendance of a member at a meeting is a waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

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(j) Procedure, Records and Reporting

Subject to any statute or articles or by-laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board of Directors, generally not later than the next scheduled meeting of the Board of Directors that follows the Committee meeting. In discharging its responsibilities, the Committee shall have full access to any relevant records of the Corporation.

(k) Minutes

Minutes of the Committee will be recorded and maintained and, upon request, will be promptly circulated to the directors who are not members of the Committee or, if that is not practical, shall be made available at the next meeting of the Committee.

(l) Attendance of Others at Meetings

The Committee shall have the right to determine who shall, and who shall not, be present at any time during a meeting of the Committee. The Committee may request any officer or employee of the Corporation, members of Audit Services, the Corporation’s legal counsel, or any external auditor, to attend a meeting of the Committee or to meet with any members of, or consultants to the Committee. The Committee shall also have the authority to communicate directly with Audit Services and the external auditor.

(m) Outside Experts and Advisors

The Committee may retain, and set and pay the compensation to, any outside expert or advisor, including but not limited to, legal, accounting, financial or other consultants, at the Corporation's expense, as it determines necessary to carry out its duties. The Committee will assure itself as to the independence of any outside expert or advisor.

Approved effective July 31, 2024

 

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EX-99.2 11 pds-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

ABOUT PRECISION

 

 

Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision offers an industry-leading digital technology portfolio known as AlphaTM technologies that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Additionally, Precision's oil field services include well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel. Our drilling services are enhanced by our EverGreenTM suite of environmental solutions, which bolsters our commitment to reducing the environmental impact on our operations.

From our founding as a private drilling contractor in 1951, Precision has grown to become one of the most active drillers in North America. Our High Performance, High Value competitive advantage is underpinned by four distinguishing features:

a high-quality land drilling rig fleet, with Super Series rigs, AlphaTM technologies and EverGreenTM environmental solutions to deliver consistent, repeatable, high-quality wellbores while improving safety, performance, operational efficiency, and reducing environmental impact
size and scale of our vertically integrated operations that provide higher margins and better service capabilities
an inclusive culture focused on operational excellence, which includes corporate responsibility, safety and field performance, and
a capital structure that provides long-term stability, flexibility and liquidity, allowing us to take advantage of business cycle opportunities.

CORPORATE RESPONSIBILITY

Corporate Responsibility is a fundamental element of Precision’s High Performance, High Value strategy and critical to our long-term success. Our foundation was shaped by a commitment to operate with the highest ethical standards, prioritize the health and safety of our workforce, the protection of the environment, and the communities where we operate. Our employees, investors and customers reward our commitment to Corporate Responsibility and recognize that it provides us the ability to attract talent, capital, and a premium for our services.

To learn more about Precision’s commitment to Corporate Responsibility, we invite you to explore our interactive web page, our primary platform, showcasing our progress in Environmental, Social and Governance (ESG) initiatives. The site offers recurring updates on our ESG efforts and performance, providing a dynamic and ongoing view of our commitment to ESG.

OUR VISION AND 2024 STRATEGIC PRIORITY ACHIEVEMENTS

Precision’s vision is to be globally recognized as the High Performance, High Value provider of land drilling services. We work toward this vision by defining and measuring our results against strategic priorities established at the beginning of each year.

In 2024, Precision focused on three strategic priorities:

Concentrate organizational efforts on leveraging our scale and generating free cash flow;
Reduce debt by $150 million to $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times in 2025. Increase long-term debt reduction target to $600 million between 2022 and 2026 and continue to move direct shareholder capital returns towards 50% of free cash flow.
Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our AlphaTM and EverGreenTM products.

We successfully delivered on each of these priorities in 2024. We delivered another year of strong free cash flow, reducing debt by $176 million, repurchasing $75 million of our shares and increasing our cash balance by $20 million. We ended the year with a Net Debt to Adjusted EBITDA ratio of approximately 1.4 times and are on track to achieve a Net Debt to Adjusted EBITDA ratio of below 1.0 times.

Our High Performance, High Value strategy along with our Super Series rigs, AlphaTM technologies, EverGreenTM suite of environmental solutions, and people continue to differentiate our services. Demand for our services remained strong in several markets in 2024. Canadian drilling utilization days increased 12% over 2023 as our Super Triple and Super Single rigs, which represent 80% of the Company's Canadian fleet, are nearly fully utilized and we continue to increase our telescopic double (teledouble) rig utilization. Internationally, our drilling utilization days increased 37% in 2024 following the recertification and reactivation of four rigs in late-2023. In 2024, we had eight active rigs in the Middle East, the majority of these rigs are under five-year term contracts that stretch into 2027 and 2028. Our well servicing rig operating hours increased 26% over 2023 levels following the successful integration of CWC Energy Services Corp. (CWC) in 2024, which achieved significant operating synergies and increased Completion and Production Services revenue 23% and Adjusted EBITDA(1) 30% year over year.

We continued to scale our AlphaTM technologies and EverGreenTM suite of environmental solutions across our Super Series fleet. Revenue from our EverGreenTM solutions nearly doubled in 2024 as we increased market penetration on our Super Triple rigs and extended our product offering to our Super Single rigs. In 2024, we successfully deployed our first Super Triple rig with

Precision Drilling Corporation 2024 Annual Report 1


 

robotics. All these enhancements have allowed Precision to improve its competitive position, grow market share, generate substantial free cash flow, and enhance investor returns.

With robust cash flow outlook, we plan to reduce debt by at least $100 million in 2025 while allocating 35% to 45% of our free cash flow, before debt principal payments, directly to shareholders and continue moving direct shareholder capital returns toward 50% of free cash flow thereafter.

(1) See Financial Measures and Ratios on page 40 of this report.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

 

This Management’s Discussion and Analysis (MD&A) contains information to help you understand our business and financial performance. Information is as at March 7, 2025, unless otherwise stated. This MD&A focuses on our Consolidated Financial Statements and Notes and includes a discussion of known risks and uncertainties relating to our business and the oilfield services sector.

You should read this MD&A with the accompanying audited Consolidated Financial Statements and Notes, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and with information contained in the Cautionary Statement About Forward-Looking Information and Statements on page 39. In this MD&A, we reference certain Non-Generally Accepted Accounting Principles (Non-GAAP) financial measures and ratios that are not defined terms under IFRS to assess our performance as we believe they provide useful supplemental information to investors. Non-GAAP financial measures and ratios do not have a standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Our Non-GAAP financial measures and ratios are defined on page 40.

The terms we, us, our, Corporation, Company, Precision and Precision Drilling mean Precision Drilling Corporation and our subsidiaries and include any partnerships of which we are a part.

All amounts are in Canadian dollars unless otherwise stated.

OUR STRATEGY

Our High Performance, High Value competitive advantage is underpinned by four distinguishing features:

a high-quality land drilling rig fleet of Super Series rigs enhanced with our AlphaTM technologies and EverGreenTM suite of environmental solutions that when combined deliver consistent, repeatable, high-quality wellbores while improving safety, performance, operational efficiency and reduce environmental impact;
size and scale of our vertically integrated operations that provide higher margins and better service capabilities;
an inclusive culture focused on operational excellence, which includes corporate responsibility, safety and field performance; and
a capital structure that provides long-term stability, flexibility and liquidity, allowing us to take advantage of business cycle opportunities.

2 Management's Discussion and Analysis


 

BUSINESS SEGMENTS

We have two business segments, Contract Drilling Services and Completion and Production Services, which share business support systems and corporate and administrative services.

img194954887_0.jpg

 

Precision Drilling Corporation Contract Drilling Services Drilling Rig Operations Canada U.S. International Directional Drilling Operations Canada Completion and Production Services Canada and U.S. Service Rigs Canada Camps and Catering Equipment Rentals Business Support Systems Sales and Marketing Procurement and Distribution Manufacturing Equipment Maintenance and Certification Engineering Corporate Support Information Systems Health, Safety and Environment Human Resources Finance Legal and Enterprise Risk Management

 

img194954887_1.jpg

 

 

Precision Drilling Corporation 2024 Annual Report 3


 

Contract Drilling Services

We provide onshore drilling services to exploration and production companies in the oil and natural gas and geothermal industries, operating in Canada, the U.S., and internationally. In Canada, we are the largest onshore drilling company, marketing approximately 26% of the industry's land rig fleet. In the U.S., our fleet is the fourth largest and accounts for approximately 15% of the country's Super-Spec land drilling rigs. We also have an international presence with operations in the Middle East.

We offer customers access to an extensive fleet of high-efficiency Super Series drilling rigs ideally suited for development drilling. Our rigs are strategically deployed across the most active drilling regions in North America, including all major unconventional oil and natural gas basins.

At December 31, 2024, our Contract Drilling Services segment consisted of 214 land drilling rigs, including 97 in Canada, 104 in the U.S. and 13 in the Middle East.

Our Super Series drilling rigs are further enhanced by our AlphaTM technologies and EverGreenTM suite of environmental solutions. Our AlphaTM technologies drive performance by integrating data insights, human ingenuity, automation consistency and smart algorithms, increasing drilling performance and cost efficiencies for our customers. At December 31, 2024 approximately 80% of our Super Triple rigs were equipped with AlphaTM. Our EverGreenTM suite of environmental solutions bolsters our commitment to reduce the environmental impact of oilfield operations and offers customers products and applications to measure and reduce their Greenhouse Gas (GHG) emissions during drilling operations. During the year, we increased our market penetration of our Super Triple rigs and extended our product offering to our Super Single rigs.

The below graphs summarize our revenue and utilization days for the last five financial years.

 

img194954887_2.jpg

 

4 Management's Discussion and Analysis


 

Completion and Production Services

We provide well completion, workover, abandonment, and re-entry preparation services to oil and natural gas exploration and production companies in Canada, along with equipment rentals and camp and catering services. In 2024, we successfully integrated CWC, realizing significant operating synergies.

At December 31, 2024, our Completion and Production Services segment consisted of 170 registered well completion and workover service rigs, including 160 in Canada and 10 in the U.S.

The below graphs summarize our revenue and utilization days for the last five financial years.

 

img194954887_3.jpg

and Production Revenue $ Millions $200 $150 $100 $50 0 2016 2017 2018 2019 2020 Completion and Production Adjusted EBITDA $ Millions $25 $20 $15 $10 $5 0 -$5 2016 2017 2018 2019 2020 Completion and Production Service Rig Hours Hou0,000 0 2016 2017 2018 2019 2020

Precision Drilling Corporation 2024 Annual Report 5


 

STRATEGIC PRIORITIES

Our 2024 strategic priorities focused on generating free cash flow, continuing to strengthen our financial position with debt repayments, increasing our direct capital returns to shareholders, and delivering operational excellence with our High Performance, High Value services to strengthen our competitive position and extend market penetration of our AlphaTM and EverGreenTM products. We successfully delivered on each of these priorities in 2024 and our results are summarized in the table below.

2024 Strategic Priorities

2024 Results

Concentrate organizational efforts on leveraging our scale and generating free cash flow

Delivered $482 million in cash provided by operations, allowing us to meet our debt reduction and share repurchase goals and build our cash balance by $20 million.
Increased utilization of our Super Single and teledouble rigs, driving Canadian drilling activity up 12% over 2023.
Successfully integrated our 2023 CWC acquisition, increasing Completion and Production Services operating hours and Adjusted EBITDA(1) 26% and 30%, respectively, year over year. Achieved our $20 million annual synergies target from the acquisition.
Internationally, increased our activity by 37% year over year and realized US$150 million of contract drilling revenue compared to US$108 million in 2023.

Reduce debt by $150 million to $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times in 2025. Increase long-term debt reduction target to $600 million between 2022 and 2026 and continue to move direct shareholder capital returns toward 50%.

 

Reduced debt by $176 million and ended the year with a Net Debt to Adjusted EBITDA ratio of approximately 1.4 times. On track to achieve a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
Returned $75 million to shareholders through share repurchases, achieving the midpoint of our target range.
Renewed our Normal Course Issuer Bid (NCIB), allowing purchases of up to 10% of the public float.

Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our AlphaTM and EverGreenTM products

Increased our Canadian drilling rig utilization days and well service rig operating hours year over year, maintaining our position as the leading provider of high-quality and reliable services in Canada.
Invested $52 million in expansion and upgrade capital to enhance our drilling rigs.
Nearly doubled our EverGreenTM revenue year over year.
Continued to expand our EverGreenTM product offering on our Super Single rigs with LED mast lighting and hydrogen injection systems.
(1)
Non-GAAP measure – see Financial Measures and Ratios on page 40.

We have established the following strategic priorities for 2025:

2025 Strategic Priorities

 

 

Maximize free cash flow through disciplined capital deployment and strict cost management.
Enhance shareholder returns through debt reduction and share repurchases.
Reduce debt by at least $100 million in 2025 and debt by $700 million between 2022 and 2027, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
Allocate 35% to 45% of free cash flow, before debt repayments, directly to shareholders and continue moving direct shareholder capital returns toward 50% of free cash flow thereafter.
Grow revenue in existing service lines through contracted upgrades, optimized pricing and utilization, and opportunistic consolidating tuck-in acquisitions.

 

6 Management's Discussion and Analysis


 

UNDERSTANDING OUR BUSINESS DRIVERS

 

 

ENERGY INDUSTRY OVERVIEW

Precision operates in the energy services business. Our primary customers are oil and natural gas exploration and production companies, who contract our services as part of their exploration and development activities. The economics of their businesses are dictated by the current and expected future margin between their finding and development costs and the eventual market price for the commodities they produce: crude oil, natural gas, and Natural Gas Liquids (NGLs).

Commodity Prices

Our customers’ capital expenditures for exploration and development are largely dependent on current and expected future prices of crude oil and natural gas. Crude oil is generally priced in a global market which is influenced by an array of economic and political factors. Natural gas is generally priced more regionally and, in North America, largely depends on the weather. Colder winter temperatures, and to a lesser extent, warmer summer temperatures, result in greater natural gas demand. Both commodities have historically been, and we expect them to continue to be cyclical and highly volatile.

Historically, there has been a strong correlation between crude oil and natural gas prices and the demand for drilling rigs with the rig count increasing and decreasing with movements in commodity prices. However, beginning in 2021, rig activity has not moved in tandem with crude oil prices to the same extent it has historically, as a large portion of our customers instituted and adhered to a more disciplined approach to their operations and capital spending in order to enhance their own financial returns.

Average Oil and Natural Gas Prices

 

 

 

2024

 

 

2023

 

 

2022

 

Oil

 

 

 

 

 

 

 

 

 

West Texas Intermediate (per barrel) (US$)

 

 

75.73

 

 

 

77.62

 

 

 

94.23

 

Western Canadian Select (per barrel) (US$)

 

 

61.24

 

 

 

58.96

 

 

 

78.15

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

Henry Hub (per MMBtu) (US$)

 

 

2.41

 

 

 

2.67

 

 

 

6.51

 

Canada

 

 

 

 

 

 

 

 

 

AECO (per MMBtu) (Cdn$)

 

 

1.39

 

 

 

2.64

 

 

 

5.43

 

Source: WTI and Henry; Hub Energy Information Administration, AECO; Gas Alberta Inc.

 

 

 

 

 

 

 

 

 

Drilling Activity

In 2024, even though demand for global energy increased, economic uncertainty and geopolitical instability caused energy prices to compress slightly. In the U.S., West Texas Intermediate (WTI) averaged US$75.73 per barrel, 2% lower than the $77.62 in 2023, while Henry Hub natural gas prices decreased 10% to average US$2.41 per MMBtu.

According to Baker Hughes, the Canadian average active rig count in 2024 increased approximately 6% as the Trans Mountain pipeline expansion started up in May providing additional oil export capacity and favorable oil pricing, due to improving heavy oil differentials and a weaker Canadian dollar exchange rate, supported activity. The Canadian Association of Energy Contractors (CAOEC) reported approximately 6,200 wells were drilled in 2024, compared with 5,700 in 2023 and 5,500 in 2022. Approximately 64% of the industry’s active rigs were drilling for oil targets in 2024 as producers remained active in the traditional heavy oil regions of Canada, such as the oil sands and the Clearwater due to the start up of the Trans Mountain oil pipeline expansion. Natural gas drilling in Canada occurs in the deeper basins of northwestern Alberta and northeastern British Columbia, supporting the production of NGLs required for oil sands development. Natural gas drilling continues to gain momentum as producers develop drilling programs to support LNG Canada, which is expected to start up in mid 2025.

U.S. producers continued to show capital discipline and with volatile and lower prices reduced activity 13% year over year, as per Baker Hughes. Drilling activity began to weaken in early 2023 due to lower natural gas prices and oil price volatility and was exacerbated by drilling and completion efficiencies, consolidation among producers, and continued capital discipline. Enverus reported approximately 14,100 wells were started onshore in the U.S. in 2024, compared with approximately 15,600 in 2023 and 17,600 in 2022. The bias towards oil-directed drilling in the U.S. continues with approximately 74% of the active industry rig count drilling for oil targets during 2024.

The following graphs shows oil and natural gas drilling activity since 2020, in both the U.S. and Canada. The Canadian drilling rig activity graph also shows the seasonality of the Canadian drilling activity which fluctuates with spring breakup, a market dynamic that generally is not present in the U.S.

Precision Drilling Corporation 2024 Annual Report 7


 

img194954887_4.jpg

Competition and Competitive Strategy

The land drilling industry is highly competitive with technology increasingly differentiating the market, as customers have transitioned to increasingly complex directional and horizontal drilling programs. These wells require higher capacity rigs, which typically include AC power, digital control systems, integrated top drives, pad walking systems, highly mechanized pipe handling, and high capacity mud pumps. These rigs are referred to as Super Specification (Super-Spec). Consequently, the rig market has been shedding older, low-technology rigs in favour of Super-Spec rigs as they are more powerful, efficient, and better suited for horizontal wells and resource development programs. Increasingly, digital technologies and rig-based software are becoming enablers of efficiency, and as a result, are in demand from our customers.

In the U.S., the top five land drillers own approximately 85% of the rigs referred to as Super-Spec, while in Canada, the top four land drillers own virtually all of these rigs.

In the early 1990s Precision designed and branded its Super Single rigs that are ideally suited for long-term conventional heavy oil development in the oil sands and other heavy oil plays. In 2010, Precision introduced and branded its Super Triple rigs, which are well suited for large pad horizontal drilling. Our Super Series fleet meets or exceeds the industry term Super-Spec that was recently adopted and as of December 31, 2024, our fleet of 214 rigs included 48 Super Single rigs and 102 AC Super Triple rigs.

8 Management's Discussion and Analysis


 

Drilling Contracts

We market our drilling rigs mainly on a regional basis through sales and marketing personnel. Our drilling contracts provide for payment on a daywork basis, pursuant to which we provide the drilling rig and crew to the customer. The customer provides the drilling program and is responsible for managing the downhole operation. Our compensation is based on a contracted rate per day (day rate) during the period the drilling rig is utilized. Generally, we do not bear any of the costs arising from downhole risks or loss of oil and natural gas reserves.

Products and services provided by our Alpha™ technologies and EverGreen™ suite of environmental solutions earn revenue that is incremental to the contracted day rate.

Seasonality

Drilling and well servicing activity is affected by seasonal weather patterns and ground conditions. In Canada and the northern U.S., wet weather and the spring thaw make the ground unstable resulting in road restrictions that may limit the movement of heavy oilfield equipment and reduce the level of drilling and well servicing activity primarily during the second quarter of the year. In Canada, some drilling sites can only be accessed in the winter once the terrain is frozen, which usually begins late in the fourth quarter. Our business activity depends, in part, on the severity and duration of the winter drilling season.

COMPETITIVE OPERATING MODEL

Providing High Performance, High Value services to our customers represents the core of our competitive strategy. Our competitive advantages include:

High Performance standardized rig fleet that is strategically deployed across the most active drilling regions in North America,
Alpha™ technologies that increase drilling performance and reduce costs,
EverGreen™ suite of environmental solutions which includes industry-leading alternative rig energy sources and fuel monitoring to reduce emissions and costs,
systems and scale to deliver highly disciplined, consistent, reliable, and safe operations,
experienced, High Performance crews as we focus on training, development and retaining key leaders, and
culture of teamwork, safety, integrity and desire to be the top tier service provider.

Employees

Our people strategies focus on initiatives that provide a safe and productive work environment, opportunity for advancement, and added wage security. In 2024, we had an average of approximately 5,159 employees, with a high of 5,504.

The market for experienced personnel in the oilfield services industry can be competitive due to the cyclical nature of the work, the uncertainty of continuing employment, and generally higher employment rates during periods of high oil and natural gas prices and drilling activities. We strive to position ourselves for increased activity while maintaining performance excellence through our safety performance and reputation. These factors help us attract and retain experienced, well-trained employees when the industry experiences crew shortages during peak operating periods.

Employee Safety and Training

Employee safety is embedded in all that we do at Precision, from job planning and change management to the critical task assessments and safety observations our employees perform every day. We deliver High Performance, High Value service to our customers without compromising the health and safety of our employees or those in the communities where we work.

Precision’s commitment to providing industry-leading comprehensive training and development to our employees can be seen through the extensive instructor-led and virtual courses, as well as face-to-face coaching. In 2024, approximately 2,135 employees were trained for over 68,225 hours on Precision’s culture, rig roles and responsibilities, well control, tools, and equipment, HSE standards, leadership and communication at one of our world-class training facilities, located in Nisku, Alberta and Houston, Texas. Additionally, in 2024, we continued our focus on rig-site training with almost 18,000 employee training hours during 442 rig visits.

A specific focus on new employee development is driven through our Short-Service Employee (SSE) program, which is catered to rig-based employees with low levels of experience to ensure they are well-positioned for long-term success at Precision. During the first six months with Precision, these employees are paired with a mentor and put through various tasks under supervision to ensure they adapt to our culture, develop a safety-first mentality, and enable them to perform their duties to the best of their ability. In 2024, we dedicated almost 12,000 SSE-specific training hours to approximately 684 employees who were new to the industry.

Technology and Innovation

In 2024, we deployed the industry's most advanced Super Triple rig to our Canadian fleet, which is not only equipped with AlphaTM and EverGreenTM technologies but also includes rig floor robotics known as AlphaArmTM. This modular fully automated pipe handling system represents a pioneering achievement in the industry and positions this land drilling rig at the forefront of technological advancement. By collaborating with AlphaAutomationTM, our rig floor robotics provides a comprehensive and seamless automation solution, optimizing operational efficiency and increasing safety standards.

Precision Drilling Corporation 2024 Annual Report 9


 

Diversity and Respect

Delivering strong operational and financial results in today’s environment requires the expertise and positive contributions of every Precision employee. We are committed to developing a diverse range of thoughts, experiences, and points of view to complement our strategy and decision-making processes. Precision is an inclusive workplace that strives to be free of discrimination, harassment, workplace violence, and retaliation. Our policies prohibit discrimination of any kind and promote diversity and respect among our employees, management, and Board of Directors (Board).

Talent Management

As an industry leader, we are committed to recruiting and retaining high-performing, Passionate People at every level of our Company. Precision has developed a strong recruitment marketing strategy both in the field and for our corporate support roles. We ensure the value proposition we provide in the ways of pay and benefits remains competitive and engages our employees. We have implemented systems and processes that help us execute our talent management strategy to maintain a well-trained, highly competent and capable talent pool, both in the field and corporate positions with a broad range of business experience throughout market cycles. Our Talent Management and Field Training & Development departments have been successful implementing new and inventive technology platforms and internal learning systems to provide learning and development opportunities, leveraging our in-house technical expertise while maintaining the necessary in-person interactions to develop appropriate levels of understanding and strong professional networks.

 

OUTLOOK

 

 

Contracts

Term customer contracts provide a base level of activity and revenue. In 2024, we had an average of 49 drilling rigs working under term contracts: 18 in the U.S., 23 in Canada and 8 internationally. Utilization days from these contracts was approximately 45% of our total contract drilling utilization days for the year. As at March 7, 2025, we had term contracts in place for an average of 38 rigs: 12 in the U.S., 18 in Canada and 8 internationally for 2025. In most regions in the U.S. and internationally, term contracts normally generate 365 utilization days per rig year. In Canada, term contracted rigs normally generate 250 utilization days per rig year because of the seasonal nature of wellsite access.

Pricing, Demand and Utilization

The long-term outlook for global energy demand remains positive with rising demand for all types of energy including oil and natural gas driven by economic growth, increasing demand from third-world regions, and emerging sources of power demand. Oil prices are constructive as OPEC+ continues to honor its production quotas, producers remain committed to returning capital to shareholders versus increasing production, and geopolitical issues continue to threaten supply. In Canada, the commissioning of the Trans Mountain pipeline expansion in 2024 and the startup of LNG Canada projected in mid 2025 are expected to provide significant tidewater access for Canadian crude oil and natural gas, supporting additional Canadian drilling activity. However, tariffs and potential trade disputes could temper this activity. In the U.S., the next wave of Liquefied Natural Gas (LNG) export terminals is expected to add approximately 11 bcf/d of export capacity from 2025 to 2028, supporting additional U.S. natural gas drilling activity. Coal retirements and a build-out of Artificial Intelligence (AI) data centers could provide further support for natural gas drilling.

In Canada, Precision's drilling activity in 2024 outpaced the prior year due to increased heavy oil drilling activity and strong Montney activity driven by robust condensate demand and pricing. The startup of the Trans Mountain pipeline expansion in May added 590,000 barrels of additional tidewater takeaway capacity for crude oil and increased customer activity in heavy oil targeted areas, resulting in near full utilization of our Super Single fleet. Customers are benefiting from improved commodity pricing and a weak Canadian dollar. Our Super Triple fleet, the preferred rig for Montney drilling, is also nearly fully utilized and with the expected startup of LNG Canada in mid 2025, demand could exceed supply. We expect near full utilization in the Canadian Super-Spec rig market in 2025, which should support high day rates and increase demand for term contracts as customers secure rigs to ensure fulfillment of their development programs.

In the U.S., drilling activity began to weaken in early 2023 due to lower natural gas prices and has fallen approximately 25% from January 1, 2023 to December 31, 2024, according to Baker Hughes. Despite a change in administration in January 2025, drilling activity remains constrained as producers remain focused on shareholder returns rather than growth, while volatile commodity prices, customer consolidation, and drilling and completion efficiencies have exacerbated activity. If commodity prices remain stable and around today’s level, we expect drilling demand to begin to improve in the second half and gain momentum through the remainder of 2025 as new LNG export capacity is added and customers seek to maintain or possibly increase production levels.

Internationally, as at March 7, 2025, we had eight rigs working on term contracts, five in Kuwait and three in the Kingdom of Saudi Arabia. The majority of these rigs are under five-year term contracts that extend into 2027 and 2028, providing predictable cash flow for the next few years. We continue to bid our remaining idle rigs within the region and remain optimistic in our ability to secure rig reactivations.

10 Management's Discussion and Analysis


 

As the premier well service provider in Canada, the outlook for this business remains positive. We expect the Trans Mountain pipeline expansion and LNG Canada to drive more service-related activity, while increased regulatory spending requirements are expected to result in more abandonment work. Customer demand should remain strong, and with continued labor constraints, we expect firm pricing into the foreseeable future.

High Performance Rig Fleet

The industry trend toward more complex drilling programs has accelerated the retirement of older generation, less capable drilling rigs. Over the past several years, we and some of our competitors have been upgrading our drilling rig fleets primarily through upgrading existing rigs and decommissioning lower capacity rigs. In more recent years, drilling rigs have been equipped with automation systems and emission reduction technologies to further drive time and cost efficiencies and environmental performance in the well construction process. We believe this retooling of the industry-wide fleet has made legacy rigs virtually obsolete in North America.

Capital Spending and Free Cash Flow Allocation

Capital spending in 2025 is expected to be $225 million and capital spending by spend category(1) includes $175 million for maintenance, infrastructure, and intangibles and $50 million for expansion and upgrades. We expect to spend $203 million in the Contract Drilling Services segment, $19 million in the Completion and Production Services segment and $3 million in the Corporate and Other segment. The 2025 capital plan may fluctuate with activity levels and customer contract upgrade opportunities. At December 31, 2024, Precision had capital commitments of $128 million with payments expected through 2027.

We remain committed to our debt reduction plans and in 2025 expect to reduce debt by at least $100 million and reduce debt by $700 million between 2022 and 2027, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times. In addition, in 2025 we plan to allocate 35% to 45% of free cash flow before debt repayments to share repurchases and continue moving our direct shareholder capital returns towards 50% of free cash flow thereafter.

(1) See Financial Measures and Ratios on page 40 of this report.

Precision Drilling Corporation 2024 Annual Report 11


 

2024 RESULTS

 

 

Financial Highlights

 

Year ended December 31
(in thousands of dollars, except where noted)

 

2024

 

 

% increase/
(decrease)

 

 

2023

 

 

% increase/
(decrease)

 

 

2022

 

 

% increase/
(decrease)

 

 

Revenue

 

 

1,902,328

 

 

 

(1.8

)

 

 

1,937,854

 

 

 

19.8

 

 

 

1,617,194

 

 

 

63.9

 

 

Adjusted EBITDA(1)

 

 

521,221

 

 

 

(14.7

)

 

 

611,118

 

 

 

96.1

 

 

 

311,605

 

 

 

61.6

 

 

Adjusted EBITDA % of revenue(1)

 

 

27.4

%

 

 

 

 

 

31.5

%

 

 

 

 

 

19.3

%

 

 

 

 

Net earnings (loss)

 

 

111,330

 

 

 

(61.5

)

 

 

289,244

 

 

 

(943.4

)

 

 

(34,293

)

 

 

(80.7

)

 

Net earnings (loss) attributable to shareholders

 

 

111,195

 

 

 

(61.6

)

 

 

289,244

 

 

 

(943.4

)

 

 

(34,293

)

 

 

(80.7

)

 

Cash provided by operations

 

 

482,083

 

 

 

(3.7

)

 

 

500,571

 

 

 

111.1

 

 

 

237,104

 

 

 

70.3

 

 

Funds provided by operations(1)

 

 

463,372

 

 

 

(13.1

)

 

 

533,409

 

 

 

88.5

 

 

 

282,994

 

 

 

85.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash used in investing activities

 

 

202,986

 

 

 

(5.5

)

 

 

214,784

 

 

 

48.7

 

 

 

144,415

 

 

 

155.1

 

 

Capital spending by spend category(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expansion and upgrade

 

 

52,066

 

 

 

(18.5

)

 

 

63,898

 

 

 

0.9

 

 

 

63,305

 

 

 

233.1

 

 

Maintenance, infrastructure and intangibles

 

 

164,632

 

 

 

1.1

 

 

 

162,851

 

 

 

34.6

 

 

 

120,945

 

 

 

112.4

 

 

Proceeds on sale of property, plant and equipment

 

 

(30,395

)

 

 

27.5

 

 

 

(23,841

)

 

 

(35.9

)

 

 

(37,198

)

 

 

184.3

 

 

Net capital spending(1)

 

 

186,303

 

 

 

(8.2

)

 

 

202,908

 

 

 

38.0

 

 

 

147,052

 

 

 

134.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to shareholders
   per share ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

7.81

 

 

 

(62.9

)

 

 

21.03

 

 

 

(931.2

)

 

 

(2.53

)

 

 

(81.0

)

 

Diluted

 

 

7.81

 

 

 

(60.0

)

 

 

19.53

 

 

 

(871.9

)

 

 

(2.53

)

 

 

(81.0

)

 

(1) See Financial Measures and Ratios on page 40 of this report.

Operating Highlights

 

Year ended December 31

 

2024

 

 

% increase/
(decrease)

 

 

2023

 

 

% increase/
(decrease)

 

 

2022

 

 

% increase/
(decrease)

 

Contract drilling rig fleet

 

 

214

 

 

 

 

 

 

214

 

 

 

(4.9

)

 

 

225

 

 

 

(0.9

)

Drilling rig utilization days

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

12,969

 

 

 

(27.8

)

 

 

17,961

 

 

 

(11.9

)

 

 

20,396

 

 

 

40.7

 

Canada

 

 

23,685

 

 

 

12.0

 

 

 

21,156

 

 

 

3.1

 

 

 

20,519

 

 

 

30.0

 

International

 

 

2,928

 

 

 

37.3

 

 

 

2,132

 

 

 

(2.6

)

 

 

2,190

 

 

 

 

Revenue per utilization day

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. (US$)

 

 

32,531

 

 

 

(7.2

)

 

 

35,040

 

 

 

28.3

 

 

 

27,309

 

 

 

28.7

 

Canada (Cdn$)

 

 

34,797

 

 

 

5.0

 

 

 

33,151

 

 

 

22.6

 

 

 

27,037

 

 

 

28.1

 

International (US$)

 

 

51,227

 

 

 

0.8

 

 

 

50,840

 

 

 

(0.8

)

 

 

51,242

 

 

 

(3.0

)

Operating cost per utilization day

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. (US$)

 

 

22,009

 

 

 

7.9

 

 

 

20,401

 

 

 

9.5

 

 

 

18,635

 

 

 

23.8

 

Canada (Cdn$)

 

 

20,424

 

 

 

6.2

 

 

 

19,225

 

 

 

13.0

 

 

 

17,007

 

 

 

23.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service rig fleet

 

 

170

 

 

 

(7.1

)

 

 

183

 

 

 

35.6

 

 

 

135

 

 

 

9.8

 

Service rig operating hours

 

 

254,224

 

 

 

26.1

 

 

 

201,627

 

 

 

18.4

 

 

 

170,362

 

 

 

34.3

 

Financial Position and Ratios

 

(in thousands of dollars, except ratios)

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2022

 

Working capital(1)

 

 

162,592

 

 

 

136,872

 

 

 

48,344

 

Working capital ratio(1)

 

 

1.5

 

 

 

1.4

 

 

 

1.1

 

Long-term debt(2)

 

 

812,469

 

 

 

914,830

 

 

 

1,085,970

 

Total long-term financial liabilities(3)

 

 

888,173

 

 

 

995,849

 

 

 

1,194,322

 

Total assets

 

 

2,956,315

 

 

 

3,019,035

 

 

 

2,876,123

 

Enterprise Value(1)(4)

 

 

1,950,192

 

 

 

1,892,305

 

 

 

2,470,538

 

Long-term debt to long-term debt plus equity

 

 

0.3

 

 

 

0.4

 

 

 

0.5

 

Long-term debt to cash provided by operations(1)

 

 

1.7

 

 

 

1.8

 

 

 

4.6

 

Net Debt to Adjusted EBITDA(1)

 

 

1.4

 

 

 

1.4

 

 

 

3.4

 

 

(1) See Financial Measures and Ratios on page 40 of this report.

(2) Net of unamortized debt issue costs.

(3) Non-current liabilities less deferred tax liabilities.

(4) See page 22 for more information.

12 Management's Discussion and Analysis


 

Consolidated Statements of Net Earnings (Loss) Summary

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Revenue

 

 

 

 

 

 

 

 

 

Contract Drilling Services

 

 

1,617,735

 

 

 

1,704,265

 

 

 

1,436,134

 

Completion and Production Services

 

 

294,817

 

 

 

240,716

 

 

 

187,171

 

Inter-segment elimination

 

 

(10,224

)

 

 

(7,127

)

 

 

(6,111

)

 

 

 

1,902,328

 

 

 

1,937,854

 

 

 

1,617,194

 

Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

Contract Drilling Services

 

 

532,345

 

 

 

630,761

 

 

 

397,753

 

Completion and Production Services

 

 

66,681

 

 

 

51,224

 

 

 

38,147

 

Corporate and Other

 

 

(77,805

)

 

 

(70,867

)

 

 

(124,295

)

 

 

 

521,221

 

 

 

611,118

 

 

 

311,605

 

Depreciation and amortization

 

 

309,314

 

 

 

297,557

 

 

 

279,035

 

Gain on asset disposals

 

 

(16,148

)

 

 

(24,469

)

 

 

(29,926

)

Loss on asset decommissioning

 

 

 

 

 

9,592

 

 

 

 

Foreign exchange

 

 

2,259

 

 

 

(1,667

)

 

 

1,278

 

Finance charges

 

 

69,753

 

 

 

83,414

 

 

 

87,813

 

Loss (gain) on investments and other assets

 

 

1,484

 

 

 

6,810

 

 

 

(12,452

)

Gain on acquisition

 

 

 

 

 

(25,761

)

 

 

 

Gain on redemption and repurchase of unsecured senior notes

 

 

 

 

 

(137

)

 

 

 

Earnings (loss) before income tax

 

 

154,559

 

 

 

265,779

 

 

 

(14,143

)

Income taxes

 

 

43,229

 

 

 

(23,465

)

 

 

20,150

 

Net earnings (loss)

 

 

111,330

 

 

 

289,244

 

 

 

(34,293

)

Non-controlling interest

 

 

135

 

 

 

 

 

 

 

Net earnings (loss) attributable to shareholders

 

 

111,195

 

 

 

289,244

 

 

 

(34,293

)

(1) See Financial Measures and Ratios on page 40 of this report.

Results by Geographic Segment

 

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Revenue

 

 

 

 

 

 

 

 

 

U.S.

 

 

590,641

 

 

 

861,915

 

 

 

745,630

 

Canada

 

 

1,106,163

 

 

 

929,639

 

 

 

725,560

 

International

 

 

205,524

 

 

 

146,300

 

 

 

146,004

 

 

 

 

1,902,328

 

 

 

1,937,854

 

 

 

1,617,194

 

Total assets

 

 

 

 

 

 

 

 

 

U.S.

 

 

1,292,983

 

 

 

1,226,256

 

 

 

1,376,413

 

Canada

 

 

1,206,868

 

 

 

1,246,069

 

 

 

1,056,093

 

International

 

 

456,464

 

 

 

546,710

 

 

 

443,617

 

 

 

 

2,956,315

 

 

 

3,019,035

 

 

 

2,876,123

 

2024 COMPARED WITH 2023

In the U.S., WTI oil prices averaged US$75.73 per barrel and Henry Hub natural gas prices averaged US$2.41 per MMBtu, representing decreases of 2% and 10% from 2023, respectively. In Canada, Western Canadian Select (WCS) and AECO natural gas prices averaged US$61.24 and $1.39 in 2024, respectively. Average WCS pricing was 4% higher than 2023 while AECO decreased by 47%.

As compared with 2023, our revenue decreased by 2% to $1,902 million. Our lower revenue in 2024 was primarily the result of decreased drilling activity and lower revenue per utilization day rates in the U.S., partially offset by stronger Canadian drilling and well service and international activity.

We recognized Adjusted EBITDA in 2024 of $521 million, 15% lower than 2023. Our lower Adjusted EBITDA in 2024 was primarily due to decreased U.S drilling results and higher share-based compensation charges, partially offset by stronger Canadian and international activity.

As compared with 2023, our U.S. drilling activity decreased 28%, Canadian activity increased 12% and international activity increased 37%. Our service rig operating hours increased 26% compared with 2023.

Net earnings attributable to shareholders was $111 million or $7.81 per share compared to $289 million or $21.03 per share in the prior year. Our lower current year net earnings was due to the impact of decreased U.S. drilling results, higher income tax expense of $67 million and the gain on acquisition of $26 million recognized in 2023.

Precision Drilling Corporation 2024 Annual Report 13


 

Debt Repayments and Shareholder Returns

In 2024, we reduced debt by $176 million comprised of US$113 million of 2026 unsecured senior note redemptions and the repayment and termination of our Canadian and U.S. Real Estate Credit Facilities for $38 million, partially offset by US$12 million of drawings on our Senior Credit Facility.

Pursuant to our NCIB, we repurchased and cancelled 833,614 common shares for $75 million.

Finance Charges

Finance charges were $70 million as compared with $83 million in 2023. Our decreased finance charges in 2024 were the result of our lower interest expense on our outstanding debt balance.

Capital Spending and Long-Lived Assets

Capital expenditures for the purchase of property, plant and equipment were $217 million, a decrease of $10 million from 2023. Capital spending by spend category included $52 million for expansion and upgrades and $165 million for the maintenance of existing assets, infrastructure and intangibles. Capital expenditures were $7 million higher than guidance due to the timing of the strategic purchase of drill pipe before new import tariffs take effect and additional customer-backed upgrades.

Through the completion of normal course business operations, we sold non-core assets for proceeds of $30 million resulting in a gain on asset disposal of $16 million.

In accordance with IFRS, we review the carrying value of our long-lived assets for indications of impairment at the end of each reporting period. At December 31, 2024, we reviewed each of our Cash-Generating Units (CGU) and did not identify indications of impairment and, therefore, did not test our CGUs for impairment.

Income Taxes

In 2024, we recognized an income tax expense of $43 as compared with an income tax recovery of $23 million in 2023. During the fourth quarter of 2023, we recorded a deferred income tax asset of $73 million for the expected future use of certain Canadian operating losses. We continue to not recognize deferred income tax assets for certain international locations.

Partnership

In 2024, Precision formed a partnership with two Indigenous partners to provide well servicing operations in northeast British Columbia. Precision contributed $4 million in assets to the partnership. Net earnings attributable to Non-Controlling Interests (NCI) was $0.1 million in 2024. Precision holds a controlling interest in the partnership and the portions of the net earnings and equity not attributable to Precision's controlling interest are shown separately as NCI in the Consolidated Statements of Net Earnings and Consolidated Statements of Financial Position.

2023 COMPARED WITH 2022

In the U.S., WTI oil prices averaged US$77.62 per barrel and Henry Hub natural gas prices averaged US$2.67 per MMBtu, representing decreases of 18% and 59% from 2022, respectively. In Canada, WCS and AECO natural gas prices averaged US$58.96 and $2.64 in 2023, respectively. Average WCS pricing was 25% lower than 2022 while AECO decreased by 51%.

As compared with 2022, our revenue increased by 20% to $1,938 million. Our higher revenue was primarily the result of increased North American drilling revenue per utilization day rates and increased service rig activity and revenue rates, partially offset by lower U.S. drilling activity. We recognized Adjusted EBITDA in 2023 of $611 million, 96% higher than 2022. Our higher Adjusted EBITDA in 2023 was primarily due to increased drilling and well service revenue rates, stronger Canadian drilling and well service activity and lower share-based compensation, partially offset by lower U.S. drilling activity. As compared with 2022, our U.S. drilling activity decreased 12%, Canadian activity increased 3% and international activity decreased 3%. Our service rig operating hours increased 18% compared with 2022. Net earnings attributable to shareholders in 2023 were $289 million, or $21.03 per share, compared with a net loss of $34 million, or $2.53 per share, in 2022.

Debt Repayments and Shareholder Returns

In 2023, we reduced debt by $152 million through the full repayment of our Senior Credit Facility of $60 million, $100 million of repurchases and redemptions of our 2026 unsecured senior notes and $2 million of repayments of our Real Estate Credit Facilities, partially offset by the assumption of the $10 million CWC Real Estate Credit Facility. Pursuant to our NCIB, we repurchased and cancelled 412,623 common shares for $30 million.

In addition, we assumed a $51 million syndicated loan in connection with our CWC acquisition that was fully repaid and terminated upon closing.

CWC Acquisition

In 2023, we acquired CWC for cash of $14 million and the issuance of 947,807 common shares for total consideration of $89 million plus the assumption of $61 million of CWC long-term debt. The acquisition further increased the size and scale of our Canadian well servicing operations, adding 62 marketable well service rigs to our service rig fleet along with ancillary and spare equipment and operating facilities in complimentary operating basins. The acquisition also added seven Canadian and 11 U.S. drilling rigs to our drilling fleet. We recognized a gain on acquisition of $26 million.

14 Management's Discussion and Analysis


 

Finance Charges

Finance charges were $83 million as compared with $88 million in 2022. Our decreased finance charges in 2023 were the result of our lower debt balance, partially offset by the impact of higher variable interest rates and higher translated U.S. dollar-denominated interest charges due to the weakening of the Canadian dollar.

Capital Spending and Long-Lived Assets

Capital expenditures for the purchase of property, plant and equipment were $227 million, an increase of $42 million from 2022. Capital spending by spend category included $64 million for expansion and upgrades and $163 million for the maintenance of existing assets, infrastructure and intangibles.

In 2023, we decommissioned 20 and seven legacy drilling rigs in Canada and the U.S., respectively, recognizing an asset decommissioning charge of $10 million. Through the completion of normal course business operations, we sold non-core assets for proceeds of $24 million resulting in a gain on asset disposal of $24 million. Included in the gain on asset disposal was a $7 million gain from the non-cash swap of drill pipe.

In accordance with IFRS, we review the carrying value of our long-lived assets for indications of impairment at the end of each reporting period. At December 31, 2023, we reviewed each of our CGUs and did not identify indications of impairment and, therefore, did not test our CGUs for impairment.

Investments and Other Assets

During 2023, we exercised 2 million warrants for $1 million in exchange for 2 million common shares of Cathedral Energy Services Ltd. (Cathedral). We subsequently divested 11 million Cathedral common shares for net proceeds of $10 million. In addition, we completed a $5 million equity investment in CleanDesign Income Corp. (CleanDesign). CleanDesign is a key supplier of Precision’s EverGreenTM Battery Energy Storage Systems (BESS) and this investment provides access to key BESS and power management technologies.

Income Taxes

In 2023, we recognized an income tax recovery of $23 million as compared with an income tax expense of $20 million in 2022. During the fourth quarter of 2023, we recorded a deferred income tax asset of $73 million for the expected future use of certain Canadian operating losses. We continue to not recognize deferred income tax assets for certain international locations.

SEGMENTED RESULTS

CONTRACT DRILLING SERVICES

Financial Results

Year ended December 31
(in thousands of dollars, except where noted)

 

2024

 

 

% of
revenue

 

 

2023

 

 

% of
revenue

 

 

2022

 

 

% of
revenue

 

Revenue

 

 

1,617,735

 

 

 

 

 

 

1,704,265

 

 

 

 

 

 

1,436,134

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

1,041,068

 

 

 

64.4

 

 

 

1,030,053

 

 

 

60.4

 

 

 

988,885

 

 

 

68.9

 

General and administrative

 

 

44,322

 

 

 

2.7

 

 

 

43,451

 

 

 

2.5

 

 

 

49,496

 

 

 

3.4

 

Adjusted EBITDA(1)

 

 

532,345

 

 

 

32.9

 

 

 

630,761

 

 

 

37.0

 

 

 

397,753

 

 

 

27.7

 

(1) See Financial Measures and Ratios on page 40 of this report.

Operating Statistics

 

Year ended December 31

 

2024

 

 

% increase/
(decrease)

 

 

2023

 

 

% increase/
(decrease)

 

 

2022

 

 

% increase/
(decrease)

 

Number of drilling rigs (year-end)

 

 

214

 

 

 

 

 

 

214

 

 

 

(4.9

)

 

 

225

 

 

 

(0.9

)

Drilling utilization days (operating and moving)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

12,969

 

 

 

(27.8

)

 

 

17,961

 

 

 

(11.9

)

 

 

20,396

 

 

 

40.7

 

Canada

 

 

23,685

 

 

 

12.0

 

 

 

21,156

 

 

 

3.1

 

 

 

20,519

 

 

 

30.0

 

International

 

 

2,928

 

 

 

37.3

 

 

 

2,132

 

 

 

(2.6

)

 

 

2,190

 

 

 

 

Drilling revenue per utilization day

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

32,531

 

 

 

(7.2

)

 

 

35,040

 

 

 

28.3

 

 

 

27,309

 

 

 

28.7

 

Canada

 

 

34,797

 

 

 

5.0

 

 

 

33,151

 

 

 

22.6

 

 

 

27,037

 

 

 

28.1

 

International

 

 

51,227

 

 

 

0.8

 

 

 

50,840

 

 

 

(0.8

)

 

 

51,242

 

 

 

(3.0

)

2024 Compared with 2023

Revenue from Contract Drilling Services was $1,618 million, 5% lower than 2023 due to lower U.S. revenue per utilization day rates and drilling activity, partially offset by higher Canadian and international activity. As compared to 2023, our Canada and international drilling rig utilization days increased 12% and 37%, respectively, while U.S. activity decreased by 28%.

Operating expenses in 2023 were 64% of segment revenue, 4% higher than the prior year. On a per utilization day basis, in the U.S., operating costs were 8% higher than 2023 primarily due to higher rig operating expenses and recoverable expenses and

Precision Drilling Corporation 2024 Annual Report 15


 

the impact of fixed operating overheads spread over fewer utilization days, partially offset by lower repairs and maintenance. Operating costs on a per day basis in our Canadian drilling rig division were 6% higher than in 2023, primarily due to higher rig operating expenses and repairs and maintenance. In both the U.S. and Canada, higher rig operating expenses primarily related to increased labour wages.

General and administrative expenses for 2024 was largely consistent with 2023. We recognized share-based compensation of $4 million, consistent with 2023.

Our Adjusted EBITDA was $532 million as compared with $631 million in 2023. The decrease was primarily due to the impact of weaker U.S. drilling results, partially offset by increased Canadian and international activity.

U.S. Drilling

Revenue from U.S. drilling was US$422 million, 33% lower than 2023. Drilling rig activity, as measured by utilization days, was down 28% while average revenue per utilization day decreased 7% compared with 2023. Adjusted EBITDA was US$118 million, 51% lower than 2023 and was the result of lower drilling activity, weaker revenue per utilization day and higher operating costs per utilization day.

Our lower U.S. drilling revenue per utilization days was primarily due to lower average day rates, revenue from idle but contracted rigs and turnkey projects. In 2024, we recognized revenue from turnkey projects and idle but contracted rigs of nil and US$1 million, respectively, as compared with US$7 million and US$18 million in 2023.

Drilling Statistics – U.S.

We ended the year with a U.S. rig count of 104. We averaged 36 rigs working in 2023, 27% lower than 2023 due to lower industry activity. The average number of active land rigs for the industry was 580 as compared with 670 rigs in 2023.

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

Precision

 

 

Industry (1)

 

 

Precision

 

 

Industry (1)

 

 

Precision

 

 

Industry (1)

 

Average number of active land rigs
 for quarters ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31

 

 

38

 

 

 

602

 

 

 

60

 

 

 

744

 

 

 

51

 

 

 

603

 

June 30

 

 

36

 

 

 

583

 

 

 

51

 

 

 

700

 

 

 

55

 

 

 

687

 

September 30

 

 

35

 

 

 

565

 

 

 

41

 

 

 

631

 

 

 

57

 

 

 

746

 

December 31

 

 

34

 

 

 

569

 

 

 

45

 

 

 

603

 

 

 

60

 

 

 

761

 

Annual average

 

 

36

 

 

 

580

 

 

 

49

 

 

 

670

 

 

 

56

 

 

 

699

 

(1) Source: Baker Hughes.

Canadian Drilling

Revenue from Canadian drilling was $824 million, 18% higher than 2023. Drilling rig activity, as measured by utilization days, was up 12% while average revenue per utilization day increased 5% as compared with 2023.

Adjusted EBITDA was $323 million, 16% higher than 2023 and was the result of higher drilling activity and revenue per utilization day, partially offset by a 6% increase to average operating costs per utilization day.

Drilling Statistics – Canada

We ended the year with a Canadian rig count of 97. Our average active rig count increased to 65 rigs in 2024, up from 58 rigs in 2023, and was consistent with increased industry activity as the average active land rigs increased from 177 to 186.

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

Precision

 

 

Industry (1)

 

 

Precision

 

 

Industry (1)

 

 

Precision

 

 

Industry (1)

 

Average number of active land rigs
 for quarters ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31

 

 

73

 

 

 

208

 

 

 

69

 

 

 

221

 

 

 

63

 

 

 

205

 

June 30

 

 

49

 

 

 

134

 

 

 

42

 

 

 

117

 

 

 

37

 

 

 

113

 

September 30

 

 

72

 

 

 

207

 

 

 

57

 

 

 

188

 

 

 

59

 

 

 

199

 

December 31

 

 

65

 

 

 

194

 

 

 

64

 

 

 

181

 

 

 

66

 

 

 

187

 

Annual average

 

 

65

 

 

 

186

 

 

 

58

 

 

 

177

 

 

 

56

 

 

 

176

 

(1) Source: Baker Hughes.

16 Management's Discussion and Analysis


 

COMPLETION AND PRODUCTION SERVICES

Financial Results

 

Year ended December 31
(in thousands of dollars, except where noted)

 

2024

 

 

% of
revenue

 

 

2023

 

 

% of
revenue

 

 

2022

 

 

% of
revenue

 

Revenue

 

 

294,817

 

 

 

 

 

 

240,716

 

 

 

 

 

 

187,171

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

217,842

 

 

 

73.9

 

 

 

181,622

 

 

 

75.5

 

 

 

141,827

 

 

 

75.8

 

General and administrative

 

 

10,294

 

 

 

3.5

 

 

 

7,870

 

 

 

3.3

 

 

 

7,197

 

 

 

3.8

 

Adjusted EBITDA(1)

 

 

66,681

 

 

 

22.6

 

 

 

51,224

 

 

 

21.3

 

 

 

38,147

 

 

 

20.4

 

(1) See Financial Measures and Ratios on page 40 of this report.

Operating Statistics

 

Year ended December 31

 

2024

 

 

% increase/
(decrease)

 

 

2023

 

 

% increase/
(decrease)

 

 

2022

 

 

% increase/
(decrease)

 

Number of service rigs (end of year)

 

 

170

 

 

 

(7.1

)

 

 

183

 

 

 

35.6

 

 

 

135

 

 

 

9.8

 

Service rig operating hours

 

 

254,224

 

 

 

26.1

 

 

 

201,627

 

 

 

18.4

 

 

 

170,362

 

 

 

34.3

 

2024 Compared with 2023

Revenue from Completion and Production Services was $295 million, 22% higher than 2023, resulting from increased well service activity that resulted from our acquisition of CWC in 2023. Our current year service rig operating hours rose by 26% compared with 2023.

Operating expenses were 74% of segment revenue, largely consistent with 2023, as industry-wide wage increases were offset by increased hourly service rates. General and administrative expenses increased $2 million due to higher fixed overhead costs associated with our CWC acquisition.

Adjusted EBITDA increased by 30% from 2023 and was primarily the result of increased activity.

CORPORATE AND OTHER

Financial Results

 

Year ended December 31
(in thousands of dollars, except where noted)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

 

77,805

 

 

 

70,867

 

 

 

124,295

 

Adjusted EBITDA(1)

 

 

(77,805

)

 

 

(70,867

)

 

 

(124,295

)

(1) See Financial Measures and Ratios on page 40 of this report.

2024 Compared with 2023

Our Corporate and Other segment contains support functions that provide assistance to our business segments. It includes costs incurred in corporate groups in both Canada and the U.S.

Corporate general and administrative expenses were $78 million, $7 million higher than 2023. The increase was primarily due to higher share-based compensation resulting from our improved share price performance in the current year. Corporate general and administrative costs were 4% of consolidated revenue, largely consistent with 2023.

QUARTERLY FINANCIAL RESULTS

 

2024 – Quarters Ended
(in thousands of dollars, except per share amounts)

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Revenue

 

 

527,788

 

 

 

429,214

 

 

 

477,155

 

 

 

468,171

 

Adjusted EBITDA(1)

 

 

143,149

 

 

 

115,121

 

 

 

142,425

 

 

 

120,526

 

Net earnings attributable to shareholders

 

 

36,516

 

 

 

20,701

 

 

 

39,183

 

 

 

14,795

 

per basic share

 

 

2.53

 

 

 

1.44

 

 

 

2.77

 

 

 

1.06

 

per diluted share

 

 

2.53

 

 

 

1.44

 

 

 

2.31

 

 

 

1.06

 

Funds provided by operations(1)

 

 

117,765

 

 

 

111,750

 

 

 

113,322

 

 

 

120,535

 

Cash provided by (used in) operations

 

 

65,543

 

 

 

174,075

 

 

 

79,674

 

 

 

162,791

 

(1) See Financial Measures and Ratios on page 40 of this report.

 

Precision Drilling Corporation 2024 Annual Report 17


 

2023 – Quarters Ended
(in thousands of dollars, except per share amounts)

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Revenue

 

 

558,607

 

 

 

425,622

 

 

 

446,754

 

 

 

506,871

 

Adjusted EBITDA(1)

 

 

203,219

 

 

 

142,093

 

 

 

114,575

 

 

 

151,231

 

Net earnings attributable to shareholders

 

 

95,830

 

 

 

26,900

 

 

 

19,792

 

 

 

146,722

 

per basic share

 

 

7.02

 

 

 

1.97

 

 

 

1.45

 

 

 

10.42

 

per diluted share

 

 

5.57

 

 

 

1.63

 

 

 

1.45

 

 

 

9.81

 

Funds provided by operations(1)

 

 

159,653

 

 

 

136,959

 

 

 

91,608

 

 

 

145,189

 

Cash provided by operations

 

 

28,356

 

 

 

213,460

 

 

 

88,500

 

 

 

170,255

 

(1) See Financial Measures and Ratios on page 40 of this report.

Fourth Quarter 2024 Compared with Fourth Quarter 2023

We recorded net earnings attributable to shareholders of $15 million or $1.06 per share as compared with $147 million or $10.42 per share in the fourth quarter of 2023.

Fourth quarter revenue of $468 million was 8% lower than 2023 and was due to lower U.S. drilling results, partially offset by higher Canadian and international activity.

Canadian and international drilling rig utilization days increased 2% and 6%, respectively, while U.S. activity decreased 26%. Fourth quarter revenue from our Contract Drilling Services was down 10% compared with 2023, whereas revenue from our Completion and Production Services segment increased 10%.

Fourth quarter Adjusted EBITDA was $121 million and included $15 million of share-based compensation charges, $4 million for rig reactivation costs and $4 million of non-recurring charges. In 2023, fourth quarter Adjusted EBITDA was $151 million and included share-based compensation of $13 million.

Contract Drilling Services

Revenue from Contract Drilling Services was $403 million, 10% lower than 2023, while Adjusted EBITDA decreased 23% to $126 million. The decreased Adjusted EBITDA was primarily due to lower U.S. drilling results partially offset by higher Canadian and international drilling activity.

Drilling rig utilization days in the U.S. were 3,084, 26% lower than 2023. Drilling rig utilization days in Canada were 6,018, 2% higher than 2023. Drilling rig utilization days in our international business increased 6% to 736, as we reactivated rigs in Kuwait.

As compared with 2023, our U.S. fourth quarter revenue per utilization day decreased 10% to US$30,991. The decrease was primarily the result of lower fleet average day rates, idle but contracted rig revenue and recoverable costs. We recognized revenue from idle but contracted rigs of US$1 million as compared with US$7 million in 2023. Compared with the same quarter in 2023, drilling rig revenue per utilization day in Canada increased 3% to $35,675 due to higher average day rates and recoverable costs. Our international revenue per utilization day for the quarter of US$49,636 was largely consistent with 2023.

In the U.S., operating costs per utilization day were US$21,698, 3% higher than in 2023. The increase was primarily due to higher rig operating costs and fixed costs spread over lower activity, offset by lower recoverable costs and repairs and maintenance. Our Canadian operating costs on a per day basis increased 10% to $21,116 and was due to higher repairs and maintenance, rig reactivation costs and impact of labour rate increases.

Our general and administrative expenses decreased $2 million as compared with 2023 as we incurred non-recurring severance costs in the fourth quarter of 2023 associated with our CWC acquisition, partially offset by higher share-based compensation in 2024.

Completion and Production Services

Completion and Production Services revenue increased to $69 million as compared with $62 million in 2023. The higher revenue was primarily due to increased service activity as our fourth quarter service rig operating hours were 59,834, a 6% increase from 2023.

Operating costs as a percentage of revenue were 74% as compared with 77% in 2023. The lower percentage in 2024 was reflective of operating efficiency from increasing activity. As compared to 2023, our fourth quarter general and administrative expenses increased 13%, primarily due to higher overhead charges associated with the CWC acquisition and higher share-based compensation.

Adjusted EBITDA was $16 million as compared with $12 million in 2023. Our higher Adjusted EBITDA in 2024 was due to increased activity, partially offset by higher overhead charges.

Corporate and Other

Our Corporate and Other segment provides support functions to our operating segments. The Corporate and Other segment had negative Adjusted EBITDA of $21 million as compared with negative Adjusted EBITDA of $23 million in 2023. Our improved current quarter Adjusted EBITDA was impacted by lower non-recurring CWC acquisition costs, partially offset by higher share-based compensation.

 

18 Management's Discussion and Analysis


 

FINANCIAL CONDITION

 

 

 

The oilfield services business is inherently cyclical. To manage this variability, we focus on maintaining a strong financial position to have the financial flexibility we need to continue to manage our capital expenditures and cash flows, no matter where we are in the business cycle.

We apply a disciplined approach to managing and tracking the results of our operations to keep costs down. We maintain a variable cost structure so we can respond to changing market demand. We also invest in our fleet to make sure we remain competitive. Our maintenance capital expenditures are tightly governed and highly responsive to activity levels with additional cost savings generated through the operating leverage provided by our internal manufacturing and supply divisions. Term contracts on expansion capital for new-build rig programs help provide more certainty of future revenues and return on our growth capital investments.

LIQUIDITY

During 2024, we maintained our strong liquidity position, exiting the year with a cash balance of $74 million and more than $575 million of available liquidity. We expect cash provided by operations and our sources of financing, including our Senior Credit Facility, to be sufficient to meet our unsecured senior note obligations and to fund future capital expenditures.

At December 31, 2024, excluding letters of credit, we had approximately $822 million (2023 – $929 million) outstanding under our secured and unsecured credit facilities and $8 million (2023 – $11 million) in unamortized debt issue costs. Our Senior Credit Facility includes financial ratio covenants that are tested quarterly.

The current blended cash interest cost of our debt is approximately 6.9%.

Key Financial Indicators and Ratios

We evaluate the relative strength of our financial position by monitoring our working capital, debt ratios and liquidity. We also monitor returns on capital and link our executives’ incentive compensation to certain long-term strategic targets as well as the returns of our shareholders relative to the shareholder returns of our peers. Please refer to page 12 for our summary of Financial Position and Ratios.

Credit Rating

Credit ratings affect our ability to obtain short and long-term financing, the cost of this financing, and our ability to engage in certain business activities cost-effectively.

 

At March 7, 2025

 

Moody’s

 

S&P

 

Fitch

Corporate credit rating

 

Ba3

 

B+

 

BB-

Senior Credit Facility rating

 

Not rated

 

Not rated

 

BB+

Unsecured senior notes credit rating

 

B1

 

B+

 

BB-

 

CAPITAL MANAGEMENT

To maintain and grow our business, we invest in growth, upgrade and sustaining capital. We base expansion and upgrade capital decisions on return of capital employed and payback. We mitigate the risk that we may not be able to fully recover our capital, by requiring term contracts for new-build rigs.

We base our maintenance capital decisions on actual activity levels, using key financial indicators that we express as per operating day or per operating hour. Sourcing internally (through our manufacturing and supply divisions) helps keep our maintenance capital costs as low as possible.

Foreign Exchange Risk

Our U.S. and international operations have revenue, expenses, assets, and liabilities denominated in currencies other than the Canadian dollar (mostly in U.S. dollars and currencies that are pegged to the U.S. dollar). This means that changes in currency exchange rates can materially affect our income statement, statement of financial position and statement of cash flow. We manage this risk by matching the currency of our debt obligations with the currency of cash flows generated by the operations that the debt supports.

Hedge of Investments in Foreign Operations

We utilize foreign currency long-term debt to hedge our exposure to changes in the carrying values of our net investment in certain foreign operations as a result of changes in foreign exchange rates. During 2024, we continued to designate our U.S. dollar Senior Credit Facility and unsecured senior notes as a net investment hedge in our U.S. dollar denominated foreign operations. To be accounted for as a hedge, the foreign currency denominated long-term debt must be designated and documented as such and must be effective at inception and on an ongoing basis. We recognize the effective amount of this hedge (net of tax) in other comprehensive income. We recognize ineffective amounts in earnings.

Precision Drilling Corporation 2024 Annual Report 19


 

SOURCES AND USES OF CASH

 

At December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Cash provided by operations

 

 

482,083

 

 

 

500,571

 

 

 

237,104

 

Cash used in investing activities

 

 

(202,986

)

 

 

(214,784

)

 

 

(144,415

)

Surplus

 

 

279,097

 

 

 

285,787

 

 

 

92,689

 

Cash used in financing activities

 

 

(261,385

)

 

 

(251,966

)

 

 

(113,171

)

Effect of exchange rate changes on cash

 

 

1,877

 

 

 

(1,226

)

 

 

1,481

 

Net cash movement

 

 

19,589

 

 

 

32,595

 

 

 

(19,001

)

Cash Provided by Operations

In 2024, cash provided by operations was $482 million compared with $501 million in 2023. The decrease was driven by the impact of our lower U.S. drilling results and higher share-based compensation, partially offset by higher Canadian and international activity.

Cash Used in Investing Activities

Our 2024 capital spending of $217 million by spend category was comprised of:

$52 million on expansion and upgrade capital, and
$165 million on maintenance and infrastructure capital.

The $217 million in capital expenditures in 2024 was split between our segments as follows:

$197 million in Contract Drilling Services,
$17 million in Completion and Production Services, and
$3 million in Corporate and Other.

Expansion and upgrade capital includes the cost of long-lead items purchased for our capital inventory, such as integrated top drives, drill pipe, control systems, engines, and other items we can use to complete new-build projects or upgrade our rigs in North America and internationally.

We sold underutilized capital assets for proceeds of $30 million in 2024 compared with $24 million in 2023.

Our investments and other assets activities included the sale of Cathedral common shares for proceeds of $4 million.

Cash Used in Financing Activities

In 2024, cash used in financing activities was $261 million as compared with $252 million in 2023. Our 2024 financing activities were comprised of:

$176 million of long-term debt repayments,
$75 million of NCIB share repurchases,
$15 million of lease payments and debt amendment fees, partially offset by, and
$5 million of funding received from our non-controlling interest and share options exercised.

CAPITAL STRUCTURE

Material Debt

 

Amount

 

Availability

 

Used for

 

Maturity

Senior Credit Facility (secured)

 

 

 

 

 

 

US$375 million (extendible, revolving
term credit facility with US$375 million
accordion feature)

 

US$12 million drawn and US$51 million in outstanding letters of credit

 

General corporate purposes

 

June 28, 2027

Operating facilities (secured)

 

 

 

 

 

 

$40 million

 

Undrawn, except $9 million in
outstanding letters of credit

 

Letters of credit and general
corporate purposes

 

 

US$15 million

 

Undrawn

 

Short term working capital
requirements

 

 

Demand letter of credit facility (secured)

 

 

 

 

 

 

US$40 million

 

Undrawn, except US$33 million in
outstanding letters of credit

 

Letters of credit

 

 

Unsecured senior notes (unsecured)

 

 

 

 

 

 

US$160 million – 7.125%

 

Fully drawn

 

Debt redemption and repurchases

 

January 15, 2026

US$400 million – 6.875%

 

Fully drawn

 

Debt redemption and repurchases

 

January 15, 2029

 

 

 

 

 

 

 

 

20 Management's Discussion and Analysis


 

Covenants

At December 31, 2024, we were in compliance with the covenants of our Senior Credit Facility and unsecured senior notes.

 

 

Covenant

 

At December 31, 2024

 

Senior Credit Facility

 

 

 

 

 

Consolidated senior debt to consolidated covenant EBITDA(1)

 

≤ 2.50

 

 

0.04

 

Consolidated covenant EBITDA to consolidated interest expense

 

≥ 2.50

 

 

7.64

 

 

 

 

 

 

 

Unsecured Senior Notes

 

 

 

 

 

Consolidated interest coverage ratio

 

≥ 2.00

 

 

7.94

 

 

(1) For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness.

Senior Credit Facility

The senior secured revolving credit facility (Senior Credit Facility) provides Precision with senior secured financing for general corporate purposes, including for acquisitions, of up to US$375 million with a provision to increase the facility up to an additional US$375 million. The Senior Credit Facility is secured by charges on substantially all of the present and future assets of Precision, its material U.S. and Canadian subsidiaries and, if necessary, to adhere to covenants under the Senior Credit Facility, certain subsidiaries organized in jurisdictions outside of Canada and the U.S.

The Senior Credit Facility requires Precision comply with certain restrictive and financial covenants including a leverage ratio of consolidated senior debt to consolidated Covenant EBITDA (as defined in the debt agreement) of less than 2.5:1. For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. It also requires the Corporation maintain a ratio of consolidated Covenant EBITDA to consolidated interest expense for the most recent four consecutive quarters of greater than 2.5:1.

Distributions under the Senior Credit Facility are subject to a pro-forma senior net leverage covenant of less than or equal to 1.75:1. The Senior Credit Facility also limits the redemption and repurchase of junior debt subject to a pro-forma senior net leverage covenant test of less than or equal to 1.75:1.

Under the Senior Credit Facility, amounts can be drawn in U.S. dollars and/or Canadian dollars. At December 31, 2024, the facility was drawn by US$12 million (2023 – nil). Up to US$200 million of the Senior Credit Facility is available for letters of credit denominated in U.S. and/or Canadian dollars and other currencies acceptable to the fronting lender. As at December 31, 2024, outstanding letters of credit amounted to US$51 million (2023 – US$56 million).

The interest rate on loans that are denominated in U.S. dollars is, at the option of Precision, either a margin over a U.S. base rate or a margin over the Secured Overnight Financing Rate (SOFR). The interest rate on loans denominated in Canadian dollars is, at the option of Precision, either a margin over the Canadian prime rate or a margin over the Canadian Overnight Repo Rate Average (CORRA); such margins will be based on the then applicable ratio of consolidated total debt to EBITDA.

During 2024, Precision extended the maturity date of the Senior Credit Facility to June 28, 2027 and revised the available borrowing capacity to US$375 million.

Real Estate Credit Facilities

In 2024, we repaid and terminated our Canadian and U.S. Real Estate Credit Facilities for $38 million.

Unsecured Senior Notes

The unsecured senior notes require we comply with an incurrence based consolidated interest coverage ratio test of consolidated cash flow, as defined in the senior note agreements, to consolidated interest expense of greater than 2.0:1 for the most recent four consecutive fiscal quarters. In the event our consolidated interest coverage ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters, the senior notes restrict our ability to incur additional indebtedness.

The unsecured senior notes contain a restricted payment covenant that limits our ability to pay dividends, make distributions or repurchase shares from shareholders. This restricted payment basket grows from a starting point of October 1, 2017 for the 2026 senior notes and July 1, 2021 for the 2029 senior notes by, among other things, 50% of consolidated cumulative net earnings and decreases by 100% of consolidated cumulative net losses, as defined in the senior note agreements, and payments made to shareholders. The net restricted payments basket governing our 2026 unsecured senior notes is currently negative, limiting our ability to declare and make dividend payments and repurchase shares until such time as the restricted payments baskets become positive. During 2024, pursuant to the indentures governing the unsecured senior notes, Precision used the available general restricted payments basket to facilitate the repurchase and cancellation of its common shares.

In addition, the unsecured senior notes contain certain covenants that limit our ability, and the ability of certain subsidiaries, to incur additional indebtedness and issue preferred shares; create liens; create or permit to exist restrictions on our ability or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and engage in transactions with affiliates.

For further information, please see the unsecured senior note indentures which are available on SEDAR+ (www.sedarplus.ca) and EDGAR.

Precision Drilling Corporation 2024 Annual Report 21


 

Contractual Obligations

Our contractual obligations include both financial obligations (long-term debt and interest) and non-financial obligations (new-build rig commitments, leases, and equity-based compensation for key executives and officers). The table below shows the amounts of these obligations and when payments are due for each.

 

 

 

Payments due (by period)

 

At December 31, 2024
(in thousands of dollars)

 

Less than
1 year

 

 

1-3 years

 

 

4-5 years

 

 

More than
5 years

 

 

Total

 

Long-term debt(1)

 

 

 

 

 

247,278

 

 

 

575,064

 

 

 

 

 

 

822,342

 

Interest on long-term debt(1)

 

 

57,029

 

 

 

81,411

 

 

 

41,183

 

 

 

 

 

 

179,623

 

Purchase of property, plant and equipment(1)(2)

 

 

91,740

 

 

 

36,430

 

 

 

 

 

 

 

 

 

128,170

 

Leases(1)

 

 

23,909

 

 

 

33,046

 

 

 

17,186

 

 

 

24,429

 

 

 

98,570

 

Contractual incentive plans(1)(3)

 

 

37,644

 

 

 

35,725

 

 

 

 

 

 

 

 

 

73,369

 

Total

 

 

210,322

 

 

 

433,890

 

 

 

633,433

 

 

 

24,429

 

 

 

1,302,074

 

 

(1) U.S. dollar denominated balances are translated at the period end exchange rate of Cdn$1.00 equals US$0.6956.

(2) Balance primarily relates to cost of rig equipment with flexible delivery schedule wherein we can take delivery between through 2027.

(3) Includes amounts not yet accrued but are likely to be paid at the end of the contract term. Our long-term incentive plans compensate officers and key employees through cash payments when their awards vest. Equity-based compensation amounts are shown based on the closing share price on the TSX of $87.92 at December 31, 2024.

Shareholders Capital

 

 

 

March 7,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2022

 

Shares outstanding

 

 

13,644,869

 

 

 

13,779,502

 

 

 

14,336,539

 

 

 

13,558,525

 

Deferred shares outstanding

 

 

2,753

 

 

 

2,753

 

 

 

1,470

 

 

 

1,470

 

Share options outstanding

 

 

11,262

 

 

 

72,012

 

 

 

151,453

 

 

 

164,803

 

Subsequent to December 31, 2024, we settled certain vesting RSUs and PSUs through the issuance of 150,068 common shares and, pursuant to our NCIB, repurchased and cancelled 284,701 common shares for $23 million.

More information about our capital structure can be found in our AIF, available on our website and on SEDAR+ (www.sedarplus.ca).

Common Shares

Our articles of amalgamation allow us to issue an unlimited number of common shares.

Preferred Shares

We can issue preferred shares in one or more series. The Board must pass a resolution determining the number of shares in each series, and the designation, rights, privileges, restrictions and conditions for each series, before the shares can be issued. This includes the rate or amount of dividends, when and where dividends are paid, the dates dividends accrue from any rights or obligations for us to buy or redeem the shares, and the price, terms and conditions, and any conversion rights.

Enterprise Value

 

(in thousands of dollars, except shares outstanding and per share amounts)

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2022

 

Shares outstanding

 

 

13,779,502

 

 

 

14,336,539

 

 

 

13,558,525

 

Year-end share price on the TSX

 

 

87.92

 

 

 

71.96

 

 

 

103.71

 

Shares at market

 

 

1,211,494

 

 

 

1,031,657

 

 

 

1,406,155

 

Long-term debt

 

 

812,469

 

 

 

914,830

 

 

 

1,085,970

 

Less cash

 

 

(73,771

)

 

 

(54,182

)

 

 

(21,587

)

Enterprise Value(1)

 

 

1,950,192

 

 

 

1,892,305

 

 

 

2,470,538

 

(1) See Financial Measures and Ratios on page 40 of this report.

22 Management's Discussion and Analysis


 

ACCOUNTING POLICIES AND ESTIMATES

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Because of the nature of our business, we are required to make estimates about the future that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Estimates are based on our past experience, our best judgement and assumptions we think are reasonable.

Our significant accounting policies are described in Note 3 to the Consolidated Financial Statements. We believe the following are the most difficult, subjective or complex judgements, and are the most critical to how we report our financial position and results of operations:

impairment of long-lived assets
business combination
income taxes.

Climate-related risks and opportunities may have a future impact on the Corporation and its estimates and judgements, including but not limited to the useful life and residual value of its property, plant and equipment and the measurement of projected cash flows when identifying impairment triggers, performing tests for impairment or impairment recoveries of non-financial assets.

The Corporation evaluated the remaining useful lives and residual values of its property, plant and equipment, concluding they remain reasonable given the current estimate of the demand period for oil and natural gas extractive services well exceeds their remaining useful lives. In addition, the Corporation’s property, plant and equipment, including drill rig equipment, adapts to numerous low-carbon projects, including but not limited to, geothermal drilling, carbon capture and storage and the extraction of helium and hydrogen gas.

In future periods, if indications of impairment of non-financial assets exist, the Corporation’s measurement of projected cash flows may be exposed to higher estimation uncertainty, including but not limited to the Corporation’s continued capital investment required to lower the carbon intensity of its property, plant and equipment, period and growth expectations used to calculate terminal values and the Corporation’s weighted average cost of capital.

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment and intangibles, comprise the majority of our assets. The carrying value of these assets is reviewed for impairment periodically or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The Corporation’s analysis is based on relevant internal and external factors that indicate a CGU may be impaired such as the obsolescence or planned disposal of significant assets, the financial performance of the CGU compared to forecasts and consideration of the Corporation’s market capitalization.

The recoverability of long-lived assets requires a calculation of the recoverable amount of the cash generating unit or groups of CGUs to which assets have been allocated. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Judgement is required in the aggregation of assets into CGUs. The recoverability calculation requires an estimation of the future cash flows from the CGU or group of CGUs, and judgement is required in projecting cash flows and selecting the appropriate discount rate. We use observable market data inputs to develop a discount rate that we believe approximates the discount rate from market participants. For property, plant and equipment, this requires us to forecast future cash flows to be derived from the utilization of our assets based on assumptions about future business conditions and technological developments. Significant, unanticipated changes to these assumptions could require a provision for impairment in the future.

In deriving the underlying projected cash flows, assumptions must also be made about future drilling activity, margins and market conditions over the long-term life of the assets or CGUs. We cannot predict if an event that triggers impairment will occur, when it will occur or how it will occur, or how it will affect reported asset amounts. Although we believe the estimates are reasonable and consistent with current conditions, internal planning, and expected future operations, such estimations are subject to significant uncertainty and judgement.

Business Combinations

The determination of fair value is estimated based on information available at the date of acquisition and requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of property, plant and equipment generally requires significant judgment. The measurement of the estimated fair value of acquired property, plant, and equipment is based on a combination of approaches, including the market approach, which applies significant assumptions related to the price at which comparable assets would be sold. Minor changes to these assumptions could have resulted in a significant impact to the fair value of property, plant and equipment acquired.

Income Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expenses already recorded. We establish provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which

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we operate. The amount of such provisions is based on various factors, such as our experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

 

RISKS IN OUR BUSINESS

 

 

Investing in Precision Drilling Corporation involves inherent risks. We encourage you to carefully review the risks outlined in this section, along with other critical information provided in this Annual Report and our additional disclosure documents, before making an investment decision. These risks could significantly impact our business, financial position, operational results, and cash flow. We also recommend consulting with a professional advisor to ensure an informed decision.

Our enterprise risk management framework is an integral part of our strategic and operational approach. Operating at both business and functional levels, it is designed to systematically identify, evaluate, and mitigate risks across the categories outlined below. This framework integrates Precision’s policies, guidelines, and review mechanisms to address risks proactively and effectively. However, as part of our daily operations, we encounter and manage various risks, some of which may lead to outcomes materially different from our current expectations. In this section, we provide an in-depth analysis of key strategic, operational, financial, legal, and compliance risks. The manner in which we respond to emerging challenges in these areas will play a critical role in shaping our future performance and resilience.

Our operations depend on the prices of oil and natural gas, which are subject to volatility and on the exploration and development activities of oil and natural gas exploration and production companies

We primarily sell our services to oil and natural gas exploration and production companies. Macroeconomic and geopolitical factors associated with oil and natural gas supply and demand are the primary factors driving pricing and profitability in the oilfield services industry. Generally, we experience higher demand for our services when commodity prices are relatively high, and the opposite is true when commodity prices are relatively low. The volatility of crude oil and natural gas prices accounts for much of the cyclical nature of the oilfield services business in recent years. Increased volatility and other factors beyond our control have led to greater uncertainty in the demand for our services.

The markets for oil and natural gas are separate and distinct. Oil is a global commodity with a vast distribution network, although the differential between benchmarks such as West Texas Intermediate, Western Canadian Select, and European Brent crude oil can fluctuate. As in all markets, when supply, demand, inability to access domestic or export markets and other factors change, so can the spreads between benchmarks. The use of natural gas is growing worldwide, with the three most developed demand centers residing in North America, Western Europe and North Asia. These regions have dense pipeline networks and a high demand for natural gas. The world’s largest producers of natural gas are currently the U.S., Russia, Iran, Qatar, Canada, China, Norway and Australia. The most economical way to transport natural gas is in its gaseous state by pipeline, and the natural gas market depends on pipeline infrastructure and regional supply and demand. However, developments in the transportation of LNG in ocean-going tanker ships introduced an element of globalization to the natural gas market by linking major production centers with the world’s primary demand centers.

Global military and political conditions, along with economic factors such as expectations for growth, inflation, and trade disputes, as well as events like global pandemics, ongoing conflicts in Ukraine and the Middle East, or initiatives by OPEC+, can all affect supply and demand for oil and natural gas. Weather conditions, governmental regulation (in the countries in which we operate), levels of consumer demand, the availability and pricing of alternate sources of energy (including renewable energy initiatives), the availability of pipeline capacity and other transportation for oil and natural gas, global oil and natural gas storage levels, and other factors beyond our control can also affect the supply of and demand for oil and natural gas and lead to future price volatility.

According to Baker Hughes, the Canadian average active rig count in 2024 increased 6%, while the U.S. average active land drilling rig count declined approximately 13% year over year. In Canada, the Canadian Association of Energy Contractors (CAOEC) reported approximately 6,200 wells were drilled in 2024, compared with 5,700 in 2023 and 5,500 in 2022. For the U.S., Enverus reported approximately 14,100 wells were started onshore in the U.S., compared with approximately 15,600 in 2023 and 17,600 in 2022. Drilling activity in the U.S. continued to weaken throughout 2024 due to oil price volatility and low natural gas prices, exacerbated by consolidation among producers, continued capital discipline, and drilling and completion efficiencies. In Canada, drilling activity is supported by strong fundamentals from additional take away capacity. In May 2024 the Trans Mountain expansion pipeline provided additional take away capacity and improved pricing for oil, while LNG Canada is expected to provide additional natural gas takeaway capacity and potential for improved pricing mid 2025.

Recently, commodity prices have been negatively affected by a combination of factors, including increased production, the decisions of OPEC+, concerns in respect of a recession and a strengthening in the U.S. dollar relative to most other currencies. Although OPEC+ agreed in December 2024 to extend oil production cuts into 2025, there is no assurance that the most recent OPEC+ agreement will be observed by its parties and OPEC+ may change its agreement depending upon market conditions. Oil and natural gas prices are expected to continue to be volatile as a result of tariffs and trade disputes, conflict in Ukraine, concerns around expansion of conflict in the Middle East, changes in oil and natural gas inventories, sanctions on Russian oil and natural gas exports and prices, global and national economic performance, the actions of OPEC+, and any coordinated releases of oil from or additions to strategic reserves by the U.S. (or any other country). Certain of these events and conditions may contribute to decreased exploration and drilling activities and a decrease in confidence in the oil and natural gas industry.

24 Management's Discussion and Analysis


 

These difficulties have been exacerbated in Canada and the U.S. by political and other actions resulting in uncertainty surrounding regulatory, tax, royalty and environmental regulation. Each of these factors have adversely affected, and could continue to adversely affect, the price of oil and natural gas and drilling activities by our customers, which would adversely affect the level of capital spending by our customers and in turn could have a material adverse effect on our business, financial condition, results of operations and cash flow.

The election of U.S. President Donald Trump in 2024 and the administration's policies have introduced, and may continue to introduce additional volatility to oil and natural gas markets. Historically, the Trump administration pursued a policy favoring domestic energy production, rolling back environmental regulations, and increasing access to federal lands for drilling. A similar approach in a second term could boost U.S. oil and gas production, potentially lowering prices due to increased supply. However, trade tensions, tariffs and any retaliatory measures of other countries, shifts in foreign policy, and the administration's stance on OPEC+ interactions have and may continue to introduce additional uncertainties which may result in reduced exploration and drilling activities and have a material adverse effect on our operations and cash flow. Additionally, the regulatory landscape could shift dramatically, with a possible relaxation of environmental restrictions and permitting processes affecting infrastructure development, pipelines, and drilling projects. These policy changes could have both positive and negative effects on the industry, depending on the balance between increased production, global market reactions, and investor confidence in long-term stability. Potential additional uncertainties may emerge from the future Canadian federal elections.

As a result of the continued volatility in oil and natural gas prices, regulatory uncertainty, and strategies of certain of our customers to focus on debt reductions, returning cash to shareholders or other capital discipline rather than incurring expenditures on exploration and drilling activities, demand for our services may be lower compared to historical periods when commodity prices were at similar levels. Reductions in commodity prices or factors that impact the supply and demand for oil and natural gas and lead to price volatility may result in reductions in capital budgets by our customers in the future, which could result in cancelled, delayed or reduced drilling programs by our customers and a corresponding decline in demand for our services. Additionally, the availability and pricing of alternative sources of energy, a transition to lower carbon intensive energy sources or a shift to a lower carbon economy, and technological advances may also depress the overall level of oil and natural gas exploration and production activity, similarly impacting the demand for our services.

If a reduction in exploration and development activities, whether resulting from changes in oil and natural gas prices or reductions in capital expenditures and capital budgets as described above or otherwise, continues or worsens, it could materially and adversely affect us by:

negatively impacting our revenue, cash flow, profitability and financial condition
restricting our ability to make capital expenditures and our ability to meet future contracted deliveries of new-build rigs
affecting the existing fair market value of our rig fleet, which in turn could trigger a write-down for accounting purposes
our customers negotiating, terminating, or failing to honour their drilling contracts with us
making our Senior Credit Facility financial covenants more difficult to maintain, and
negatively impacting our ability to maintain or increase our borrowing capacity, our ability to obtain additional capital to finance our business and our ability to achieve our debt reduction targets.

There is no assurance that demands for our services or conditions in the oil and natural gas and oilfield services sector will remain stable in the future. A significant decline in demand could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Additionally, we have accounts receivable with customers in the oil and natural gas industry and their revenues may be affected by fluctuations in commodity prices. Our ability to collect receivables may be adversely affected by any prolonged weakness in oil and natural gas prices.

Intense price competition and the cyclical nature of the contract drilling industry could have an adverse effect on revenue and profitability

The contract drilling business is highly competitive with many industry participants. In an environment characterized by fierce competition, companies often face pressure to lower prices to secure contracts, potentially eroding profit margins. We compete for drilling contracts that are usually awarded based on competitive bids. We believe pricing, rig availability and technology are the primary factors potential customers consider when selecting a drilling contractor. We believe other factors are also important, such as the drilling capabilities and condition of drilling rigs, the quality of service and experience of rig crews, the safety record of the contractor, the offering of ancillary services, the ability to provide drilling equipment that is adaptable, having personnel familiar with new technologies and drilling techniques, and rig mobility and efficiency.

Historically, contract drilling has been cyclical with periods of low demand, excess rig supply and low day rates, followed by periods of high demand, short rig supply and increasing day rates. Periods of excess drilling rig supply intensify the competition and often result in rigs being idle. There are numerous drilling companies in the markets where we operate, and an oversupply of drilling rigs can cause greater price competition. Contract drilling companies compete primarily on a regional basis, and the intensity of competition can vary significantly from region to region at any particular time. However, if demand for contract drilling and drilling services is better in a region where we operate, our competitors might respond by moving suitable drilling rigs in from other regions with lower demand, reactivating previously stacked rigs or purchasing new drilling rigs. An influx of drilling rigs into a market from any source could rapidly intensify competition and make any improvement in the demand for our drilling

Precision Drilling Corporation 2024 Annual Report 25


 

rigs short-lived, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, the development of new drilling technology by competitors has increased in recent years, which could negatively affect our ability to differentiate our services.

Our business results and the strength of our financial position are affected by our ability to strategically manage our costs and capital expenditure program in a manner consistent with industry cycles and fluctuations in the demand for contract drilling services. If we do not effectively manage our costs and capital expenditures or respond to market signals relating to the supply or demand for contract drilling and oilfield services, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Lower activity in the contract drilling industry exposes us to the risk of oversupply of equipment

Periods of low demand often lead to low utilization. The number of drilling rigs competing for work in markets where we operate has remained the same as the industry has seen a decrease in drilling activity relative to periods prior to 2015. The industry supply of drilling rigs may exceed actual demand because of the relatively long-life span of oilfield services equipment as well as the typically long time from when a decision is made to upgrade or build new equipment to when the equipment is built and placed into service. Excess supply resulting from industry decline could lead to lower demand for term drilling contracts and for our equipment and services. The additional supply of drilling rigs allows competitors to potentially reallocate rigs to higher demand areas and has intensified price competition in the past and could continue to do so. This could lead to lower day rates in the oilfield services industry generally and lower utilization of existing rigs. If any of these factors materialize, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Pipeline constraints and other regulatory uncertainty in western Canada could have an adverse effect on the demand for our services in Canada

In western Canada, delays and/or the inability to obtain necessary regulatory approvals for pipeline projects that would provide additional transportation capacity and access to refinery capacity for our customers has led to downward price pressure on oil and natural gas produced in western Canada, which has depressed, and may continue to depress, the overall exploration and production activity of our customers. Canada generally has also lagged behind other natural gas producing countries in taking advantage of rising global demand and prices for natural gas primarily as a result of Canada’s lack of liquified natural gas facilities and, by extension, export capacity owing to regulatory delay and uncertainty. The Coastal Gas Link pipeline, which will transport natural gas to Kitimat, British Columbia, has been completed; however, the LNG Canada liquefaction facility and export terminal at Kitimat remains under construction, with first exports expected in 2025. Other proposed LNG facilities in Canada are at earlier stages of development, including Woodfibre LNG and Ksi Lisims LNG (completions currently anticipated between 2027 and 2029). There is no assurance that LNG projects in Canada will be completed on their expected timelines, or at all.

The regulatory uncertainty in Canada has impacted some of our customers’ ability to obtain financing as well as their ability to market their oil and natural gas, which has also depressed overall exploration and production activity. These factors could result in a corresponding decline in the demand for our services that could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Given the ongoing challenges in obtaining timely regulatory approvals and securing necessary infrastructure, there is concern that Canada’s oil and natural gas industry may continue to face competitive disadvantages compared to other energy-producing nations. Without further clarity on government policies and expedited project approvals, Canada risks missing out on the growing global demand for LNG and other energy exports, potentially leading to further reductions in drilling activity and capital investment in the region.

Risks and uncertainties associated with operating internationally can negatively affect our business

Operating in multiple international regions exposes us to various geopolitical risks that could adversely affect our operations and financial performance. Political instability, such as government upheavals, civil unrest, or regime changes, can disrupt our activities by leading to expropriation of assets, nationalization of industry, or nullification of existing contracts. Regulatory changes, including shifts in environmental policies, taxation, or labor laws, may increase operational costs or impose limitations on our drilling activities. International sanctions, whether imposed by the United States, Canada or other countries, can restrict our ability to conduct business in certain regions, limit access to necessary equipment or technology, and impede financial transactions. For instance, sanctions related to geopolitical conflicts can lead to significant negative impacts on economies and the markets for certain commodities, such as oil and natural gas. These factors could result in operational disruptions, increased costs, and reduced profitability, thereby materially affecting our business and financial condition. We continuously monitor geopolitical developments and strive to implement strategies to mitigate these risks, but the unpredictable nature of global politics means we cannot entirely eliminate their potential impact.

Our international operations are subject to risks normally associated with conducting business in foreign countries, including, but not limited to, the following:

an uncertain political and economic environment
the loss of revenue, property and equipment as a result of expropriation, confiscation, nationalization, contract deprivation and force majeure
war, terrorist acts or threats, civil insurrection and geopolitical and other political risks

26 Management's Discussion and Analysis


 

fluctuations in foreign currency and exchange controls
restrictions on the repatriation of income or capital
increases in duties, taxes and governmental royalties
renegotiation of contracts with governmental entities
changes in laws and policies governing operations of companies
compliance and regulatory challenges, including compliance with anti-corruption and anti-bribery legislation in Canada, the U.S. and other countries
trade restrictions, increased tariffs or embargoes imposed by the U.S. or other countries where we operate
tariffs or retaliatory trade policies, and trade disputes particularly between major oil and gas-producing nations, which may increase costs and create uncertainty in global energy markets
heightened international tensions and geopolitical instability, including disputes between major economies, which could disrupt global supply chains and impact oil and gas markets
increasing global scrutiny on environmental practices and the evolving landscape of climate change regulations; and
differences in cultural norms and social expectations

If there is a dispute relating to our international operations, we may be subject to the exclusive jurisdiction of foreign courts. In addition, we may not be able to file suits against foreign persons or subject them to the jurisdiction of a court in Canada or the U.S. or be able to enforce judgment or arbitrated awards against state-owned customers.

Government-owned petroleum companies located in some of the countries where we operate now or in the future may have policies, or may be subject to governmental policies, that give preference to the purchase of goods and services from companies that are majority-owned by local nationals. As such, we may rely on joint ventures, license arrangements and other business combinations with local nationals in these countries, which may expose us to certain counterparty risks, including the failure of local nationals to meet contractual obligations or comply with local or international laws that apply to us.

In the international markets where we operate, we are subject to various laws and regulations that govern the operation and taxation of our businesses and the import and export of our equipment from country to country. There may be uncertainty about how these laws and regulations are imposed, applied or interpreted, and they could be subject to change. Since we derive a portion of our revenues from subsidiaries outside of Canada and the U.S., the subsidiaries paying dividends or making other cash payments or advances may be restricted from transferring funds in or out of the respective countries, or face exchange controls or taxes on any payments or advances. We have organized our foreign operations partly based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange, and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. We believe these assumptions are reasonable; however, there is no assurance that foreign taxing or other authorities will reach the same conclusion. If these foreign jurisdictions change or modify the laws, we could suffer adverse tax and financial consequences.

Diverse regulatory frameworks across countries pose challenges in compliance, with variations in environmental standards, safety regulations, and permitting processes. Adapting to different regulatory environments may result in increased compliance costs, potential legal issues, and delays in project execution.

We are subject to compliance with the United States Foreign Corrupt Practices Act (FCPA) and the Corruption of Foreign Public Official Act (Canada) (CFPOA), which generally prohibit companies from making improper payments to foreign government officials for the purpose of obtaining business. While we have developed policies and procedures designed to achieve compliance with the FCPA, CFPOA and other applicable international laws, we could be exposed to potential civil and criminal claims, economic sanctions or other restrictions for alleged or actual violations of international laws related to our international operations, including anti-corruption and anti-bribery legislation, trade laws and trade sanctions. The Canadian government, the U.S. Department of Justice, the Securities and Exchange Commission (SEC), the U.S. Office of Foreign Assets Control and similar agencies have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for such violations, including injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs, among other things. We could also face fines, sanctions and other penalties from authorities in other relevant foreign jurisdictions, including prohibition of our participating in or curtailment of business operations in those jurisdictions and the seizure of drilling rigs or other assets. While we cannot accurately predict the impact of any of these factors, if any of those risks materialize, it could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flow.

Differences in cultural norms and social expectations can influence community relations, workforce dynamics, and stakeholder engagement. Failure to understand and navigate these aspects may lead to reputational damage, community opposition, or challenges in attracting and retaining skilled personnel.

Uncertainty as to the position of the United States in respect of world affairs and events

As a result of the 2024 U.S. presidential election and the related change in political agenda, there is continued uncertainty as to the position the United States will take with respect to world affairs and events. This uncertainty may include issues such as U.S. support for existing treaty and trade relationships with other countries, including Canada.

Additionally, the Canada-United States-Mexico Agreement (CUSMA) is set for review in 2026 and there is uncertainty if the parties will seek to renegotiate its terms.

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Implementation by the U.S. of new legislative or regulatory regimes, tariffs or revisions to CUSMA could impose additional costs on us, decrease Canadian or U.S. demand for our services or otherwise negatively impact us or our customers, which may have a material adverse effect on our business, financial condition and operations. The potential for, and continuation of, tariffs imposed by the U.S. government and counter-tariffs imposed by the Canadian and other governments have created economic uncertainty, which could have a material adverse effect on our business, including impacts to commodity prices and potential impacts on cross-border supply chain. The impact of any tariffs by the U.S. and retaliatory measures from other countries remains uncertain. There is a possibility that trade disputes could escalate, which could have a material adverse impact on our operations and cash flows.

Any difficulty in retaining, replacing, or adding personnel could adversely affect our business

Our ability to provide reliable services depends on the availability of well-trained, experienced crews to operate our field equipment. We must also balance our need to maintain a skilled workforce with cost structures that fluctuate with activity levels. We retain the most experienced employees during periods of low utilization by having them fill lower-level positions on field crews. Many of our businesses experience manpower shortages in peak operating periods, and we may experience more severe shortages if the industry adds more rigs, oilfield services companies expand, and new companies enter the business.

We may not be able to find enough skilled labour to meet our needs, and this could limit growth. We may also have difficulty finding enough skilled and unskilled labour in the future if demand for our services increases. Shortages of qualified personnel have occurred in the past during periods of high demand. The demand for qualified rig personnel generally increases with stronger demand for land drilling services and as new and refurbished rigs are brought into service. Increased demand typically leads to higher wages that may or may not be reflected in any increases in service rates.

Other factors can also affect our ability to find enough workers to meet our needs. Our business requires skilled workers who can perform physically demanding work. Volatility in oil and natural gas activity and the demanding nature of the work, however, may prompt workers to pursue other kinds of jobs that offer a more desirable work environment and wages competitive to ours. Our success depends on our ability to continue to employ and retain skilled technical personnel and qualified rig personnel. If we are unable to, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Internationally, our operations rely on expat crews working in the host country where we operate. Any restriction, delays or embargo on issuance or renewal of work visas by host governments, or regulatory changes, can have a material impact on our ability to conduct operations.

We require sufficient cash flows to service and repay our debt

We will need sufficient cash flows in the future to service and repay our debt. Our ability to generate cash in the future is affected to some extent by general economic, geopolitical, financial, competitive and other factors that may be beyond our control. If we need to borrow funds in the future to service our debt, our ability will depend on covenants in our Senior Credit Facility and in our unsecured senior notes indentures and other debt agreements we may have in the future, and on our credit ratings. We may not be able to access sufficient amounts under the Senior Credit Facility or from the capital markets in the future to pay our obligations as they mature, or to fund other liquidity requirements. If we are not able to generate enough cash flow from operations or borrow a sufficient amount to service and repay our debt, we will need to refinance our debt or we will be in default, and we could be forced to reduce or delay investments and capital expenditures or dispose of material assets or issue equity. We may not be able to refinance or arrange alternative measures on favourable terms or at all. If we are unable to service, repay or refinance our debt, it could have a negative impact on our business, financial condition, results of operations and cash flow.

Repaying our debt depends on our ability to generate cash flow and our guarantor subsidiaries generating cash flow and making it available to us by dividend, debt repayment or otherwise. Our guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to allow us to make payments on our debt. Each guarantor subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from the subsidiaries. While the agreements governing certain existing debt limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions.

A substantial portion of our operations are carried out through subsidiaries, and some of them are not guarantors of our debt. The assets of the non-guarantor subsidiaries represent approximately 17% of Precision’s consolidated assets. These subsidiaries do not have any obligation to pay amounts due on the debt or to make funds available for that purpose.

If we do not receive funds from our guarantor subsidiaries, we may be unable to make the required principal and interest payments, which could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Customers’ inability to obtain credit/financing could lead to lower demand for our services

Many of our customers require reasonable access to credit facilities and debt capital markets to finance their oil and natural gas drilling activity. If the availability of credit to our customers is reduced or the terms of such credit become less favourable to them, they may reduce their drilling and production expenditures, thereby decreasing demand for our products and services. Relatively higher interest rates resulting from actions by central banks in response to inflation may reduce the amount of borrowing by our customers, which would decrease demand for our services. Additionally, certain investors and lenders may discourage

28 Management's Discussion and Analysis


 

investments or lending into the hydrocarbon industry. To the extent that certain institutions implement policies that discourage investments or lending into the hydrocarbon industry, it could have an adverse effect on the cost and terms of capital or availability of capital for our customers, which may result in reduced spending by our customers. A reduction in spending by our customers could have a material adverse effect on our business, financial condition, results of operations and cash flow as described further under – “Our operations depend on the prices of oil and natural gas, which are subject to volatility, and on the exploration and development activities of oil and natural gas exploration and production companies” on page 24.

Our debt facilities contain restrictive covenants

Our Senior Credit Facility and the Senior Notes Indentures contain a number of covenants which, among other things, restrict us and some of our subsidiaries from conducting certain activities (see Capital Structure – Material Debt – Unsecured Senior Notes on page 21). In the event our Consolidated Interest Coverage Ratio (as defined in our two Senior Note Indentures) is less than 2.0:1 for the most recent four consecutive fiscal quarters, the Senior Note Indentures restrict our ability to incur additional indebtedness. As of December 31, 2024, our Consolidated Interest Coverage Ratio, as calculated per our Senior Note Indentures, was 7.9.

In addition, we must satisfy and maintain certain financial ratio tests under the Senior Credit Facility (see Capital Structure – Material Debt on page 20). Events beyond our control could affect our ability to meet these tests in the future. If we breach any covenants, it could result in a default under the Senior Credit Facility or any of the Senior Note Indentures. If there is a default under our Senior Credit Facility, the applicable lenders could decide to declare all amounts outstanding under the Senior Credit Facility or any of the Senior Note Indentures to be due and payable immediately and terminate any commitments to extend further credit under the Senior Credit Facility. If there is an acceleration by the lenders and the accelerated amounts exceed a specific threshold, the applicable noteholders could decide to declare all amounts outstanding under any of the Senior Note Indentures to be due and payable immediately.

At December 31, 2024, we were in compliance with the covenants of our Senior Credit Facility.

New technology could reduce demand for certain rigs or put us at a competitive disadvantage

Advancements in drilling technologies are essential to meet the demands of complex exploration and development programs for both conventional and unconventional oil and natural gas reserves. Continuous improvements in areas such as drive systems, control systems, automation, mud systems, and top drives are crucial for enhancing drilling efficiency. Our success depends on our ability to deliver equipment and services that align with customer expectations. However, we cannot guarantee that our rig technology will consistently meet these evolving needs, especially as rigs age and technology advances. Competitors may develop technological improvements that are more advantageous, timely, or cost-effective, potentially placing us at a competitive disadvantage. Failure to adopt or invest in emerging technologies could lead to a decline in market share and profitability. Additionally, new technologies, services, or standards could render some of our services, drilling rigs, or equipment obsolete, adversely affecting our competitiveness and having a material negative impact on our business, financial condition, and results of operations.

Moreover, the increasing integration of digital technologies, such as artificial intelligence (AI) and the Internet of Things (IoT), into drilling operations presents both opportunities and challenges. While these technologies can enhance operational efficiency and decision-making, they also introduce risks related to cybersecurity threats, including data breaches and operational disruptions.

Furthermore, the industry's shift towards electrification, including the adoption of electric drilling rigs and hydraulic fracturing, aims to reduce emissions and improve environmental performance. However, challenges such as grid infrastructure limitations and the high costs associated with electrification may impede widespread implementation.

Entering new lines of business or technical enhancements to our existing operating capabilities can be subject to risks, including a potential lack of acceptance by consumers and increased capital expenditures

Our AlphaTM technologies and EverGreenTM suite of environmental solutions use new technologies and are relatively new lines of business for us. Our ability to generate revenue from new business lines is uncertain and there can be no assurance that they will be able to generate significant revenue or be profitable. We may not realize benefits from investments into new business lines or technical enhancements for several years or may not realize benefits from such investments at all. Failure to realize the intended benefits from such investments could negatively affect our ability to attract new customers or expand our offerings to existing customers and may adversely affect our results from operations.

The timing and amount of capital expenditures we incur, including those related to our AlphaTM technologies, EverGreenTM suite of environmental solutions and implementation of artificial intelligence and robotics technologies, will directly affect the amount of cash available to us. The cost of equipment generally escalates as a result of high input costs during periods of high demand for our drilling rigs and oilfield services equipment and other factors. There is no assurance that we will be able to recover higher capital costs through rate increases to our customers.

Artificial Intelligence may impact our business

The integration of artificial intelligence (AI) and robotics into our operations presents both opportunities and challenges. While these technologies have the potential to enhance efficiency, safety, and decision-making, their implementation carries inherent

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risks. There is no certainty that our investments in AI and robotics will yield materially better results, higher outputs, or increased productivity. Failure to adopt or invest adequately in these technologies could place us at a competitive disadvantage, leading to a decline in market share and profitability. Additionally, the use of AI throughout our organization is subject to risks related to data privacy and security, which could deter current and potential customers.

Moreover, the rapid pace of technological advancement may result in shorter lifecycles for AI and robotic systems, necessitating continuous investment to stay current. This could strain financial resources and divert capital from other critical areas. The complexity of integrating AI into existing workflows may also lead to operational disruptions during the transition period. Furthermore, increased reliance on AI systems introduces vulnerabilities to cyber threats, potentially compromising sensitive data and operational integrity.

Our business is subject to cybersecurity risks

We rely heavily on information technology systems and other digital systems for operating our business. Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and are increased by the growing complexity of our information technology systems. Cybersecurity attacks could include, but are not limited to, malicious software, attempts to gain unauthorized access to data and the unauthorized release, corruption or loss of data and personal information, account takeovers, and other electronic security breaches that could lead to disruptions in our critical systems. Other cyber incidents may occur as a result of natural disasters, telecommunication failure, utility outages, human error, design defects, and unexpected complications with technology upgrades. Risks associated with these attacks and other incidents include, among other things, loss of intellectual property, reputational harm, leaked information, improper use of our assets, disruption of our and our customers’ business operations and safety procedures, loss or damage to our data delivery systems, unauthorized disclosure of personal information which could result in administrative penalties and increased costs to prevent, respond to or mitigate cybersecurity events. Our increased use of technology, artificial intelligence and robotics in our service offerings could increase the potential impact that a cybersecurity incident or attack could have on our operations. Although we use various procedures and controls to mitigate our exposure to such risk, including cybersecurity risk assessments that are reviewed by our CGNRC, cybersecurity awareness programs for our employees, continuous monitoring of our information technology systems for threats, and insurance that may cover losses incurred as a result of certain cybersecurity attacks or incidents, cybersecurity attacks and other incidents are evolving and unpredictable, and these procedures and controls may not be effective. The occurrence of such an attack or incident could go unnoticed for a period of time. Any such attack or incident could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our and our customers’ operations are subject to numerous environmental laws, regulations and guidelines

In addition to expanded regulations and guidelines related specifically to climate change, we and our customers are subject to numerous environmental laws and regulations, including regulations relating to spills, releases and discharges of hazardous substances or other waste materials into the environment, requiring removal or remediation of pollutants or contaminants, and imposing civil and criminal penalties for violations. Some of these regulations apply directly to our operations and authorize the recovery of damages by the government, injunctive relief, and the imposition of stop, control, remediation and abandonment orders. For instance, our land drilling operations may be conducted in or near ecologically sensitive areas, such as wetlands that are subject to special protective measures, which may expose us to additional operating costs and liabilities for noncompliance with certain laws. Some environmental laws and regulations may impose strict and, in certain cases joint and several, liability. This means that in some situations we could be exposed to liability as a result of conduct that was lawful at the time it occurred, or conditions caused by prior operators or other third parties, including any liability related to offsite treatment or disposal facilities. The costs arising from compliance with these laws, regulations and guidelines may be material. The total costs of complying with environmental protection requirements is unknown, but we may experience increased insurance and compliance costs as further environmental laws and regulations are introduced.

We maintain liability insurance, including insurance for certain environmental claims, but coverage is limited and some of our policies exclude coverage for damages resulting from environmental contamination. We cannot assure that insurance will continue to be available to us on commercially reasonable terms, that the possible types of liabilities that we may incur will be covered by insurance, or that the dollar amount of the liabilities will not exceed our policy limits. Even a partially uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Governments in Canada and the U.S. may also consider more stringent regulations or restrictions of hydraulic fracturing, a technology used by most of our customers that involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production. Increasing regulatory restrictions could have a negative impact on the exploration of unconventional energy resources, which are only commercially viable with the use of hydraulic fracturing. Laws relating to hydraulic fracturing are in various stages of development at levels of governments in markets where we operate and the outcome of these developments and their effect on the regulatory landscape and the contract drilling industry is uncertain. Hydraulic fracturing laws or regulations that cause a decrease in the completion of new oil and natural gas wells and an associated decrease in demand for our services could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Any regulatory changes that impose additional environmental restrictions or requirements on us, or our customers, could increase our operating costs and potentially lead to lower demand for our services and have an adverse effect. There can also

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be no guarantee that other laws and other government programs relating to the oil and natural gas industry and the transportation industry will not be changed in a manner that directly and adversely impacts the demand for oil and natural gas which could affect our business, nor can there be any assurances that the laws, regulations or rules governing our customers will not be changed in a manner that adversely affects our customers and, therefore, our business. The potential for increased regulation and oversight may make it more difficult or costly for us to operate.

Major projects that would benefit our customers, such as new pipelines and other facilities, including liquified natural gas export facilities in Canada, may be inhibited, delayed or stopped by a variety of factors, including inability to obtain regulatory or governmental approvals or public opposition. Canada's carbon tax policies and environmental review requirements may increase our compliance costs.

Recent executive orders and political plans of the Trump Administration include a strong focus on expanding U.S. domestic oil and gas production, rolling back environmental protections and opening federal lands to drilling. While these policies may create opportunities, future administrations or local challenges may reverse these policies.

Relying on third-party suppliers has risks and shortages in supply of equipment could adversely impact our business

We source certain key rig components, raw materials, equipment and component parts from a variety of suppliers in Canada, the U.S. and internationally. We also outsource some or all construction services for drilling and service rigs, including new-build rigs, as part of our capital expenditure programs. We maintain relationships with several key suppliers and contractors and an inventory of key components, materials, equipment and parts. We also place advance orders for components that have long lead times. We may, however, experience cost increases, delays in delivery due to strong activity or financial hardship of suppliers or contractors, or other unforeseen circumstances relating to third parties. Increased inflation may also result in cost increases for the key components, materials, equipment and parts we use in our business. In times of increased demand for drilling services, there may be shortages of components, materials, equipment, parts and services required for our business. If our current or alternate suppliers are unable to deliver the necessary components, materials, equipment, parts and services we require for our businesses, including the construction of new-build drilling rigs, it can delay service to our customers and have a material adverse effect on our business, financial condition, results of operations and cash flow.

Supply chain disruptions can significantly impact our operations by affecting the availability and cost of essential drilling equipment and materials. Tariffs, trade disputes, revisions to trade agreements (like the USMCA), and geopolitical events such as sanctions can impact our opportunities and supply chain efficiency in North America by causing sudden shortages or increased costs for critical components. Natural disasters may damage infrastructure or halt production at key manufacturing hubs, causing delays in equipment delivery. Pandemics and epidemics can disrupt global supply chains through factory shutdowns, transportation restrictions, and labor shortages. These disruptions could lead to increased operational costs, project delays, and challenges in meeting customer commitments, thereby adversely affecting our business, financial condition, and results of operations. To mitigate these risks, we are committed to diversifying our supplier base, maintaining strategic inventories, and developing contingency plans to ensure operational resilience in the face of supply chain uncertainties.

Additionally, new laws in respect of forced labour and other human rights issues throughout the supply chain may result in increased compliance costs for us or a potential need to make changes to our supply chain.

Effects of climate change, including physical and regulatory impacts, could have a negative impact on our business

The views on climate change are evolving at a regional, national and international level. As a result, political and economic events may significantly affect the scope and timing of climate change measures and regulations that are ultimately put in place, which may challenge the oil and gas industry in a number of ways or result in changes to how companies in the industry operate or spend capital. Additionally, the risks of natural disasters that could impact our business may increase in the future as a result of climate change. Furthermore, consumer demand for alternative fuel sources may continue to rise and incentives to conserve energy may be developed. Our business may be adversely impacted as a result of climate change and its associated impacts, including, without limitation, our financial condition, results of operations, cash flow, reputation, access to capital, access to insurance, cost of borrowing, access to liquidity, and/or business plans.

Physical Impact

As discussed under “Business in our industry is seasonal and highly variable” on page 35, weather patterns in Canada and the northern U.S. affect activity in the oilfield services industry. Global climate change could impact the timing and length of the spring thaw and the period in which the muskeg freezes and thaws and could impact the severity of winter, which could have a material adverse effect on our business and operating results. Furthermore, extreme and evolving climate conditions could result in increased risks of, or more frequent, natural disasters such as flooding or forest fires and may result in delays or cancellation of some of our customer’s operations or could increase our operating costs (such as insurance costs), which could have a material adverse effect on our business and operating results. Extreme weather conditions could also impact the production and drilling of new wells. We cannot estimate the degree to which climate change and extreme climate conditions could impact our business and operating results; however, our insurance costs have increased, partially as a result of recent natural disasters.

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Regulatory Impact

In response to climate change and increased focus on environmental protection, environmental laws, regulations and guidelines relating to the protection of the environment, including regulations and treaties concerning climate change or greenhouse gas and other emissions, continue to expand in scope. There has been an increasing focus on the reduction of greenhouse gas and other emissions and a potential shift to lower carbon intensive energy sources or a shift to a lower carbon economy. Laws, regulations or treaties concerning climate change or GHG and other emissions, including incentives to conserve energy or use alternate sources of energy, can have an adverse impact on the demand for oil and natural gas, which could have a material adverse effect on us. Such laws, regulations or treaties are evolving, and it is difficult to estimate with certainty the impact they will have on our business.

Canada and the U.S. were signatories to the Paris Agreement drafted at the United Nations Framework Convention on Climate Change (UNFCCC) in December 2015. On January 20, 2025, President Trump issued an Executive Order withdrawing the U.S. as a signatory to the Paris Agreement. The goals of the Paris Agreement are to prevent global temperature rise from exceeding 2 degrees Celsius above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius above pre-industrial levels. The Paris Agreement may provide for climate targets that could result in reduced global demand for oil and natural gas. In Canada, in connection with its commitments under the Paris Agreement, the federal government developed the Pan-Canadian Framework on Clean Growth and Climate Change in 2016 (the PCF). The PCF requires all provinces and territories to have a carbon price of $30 per tonne in 2020 and rising by $10 per year to $50 per tonne in 2022. In December 2020, the Canadian Government announced proposed $15 per year increases to the carbon price commencing in 2023, to reach a total of $170 per tonne by 2030. Provinces and territories can implement either an explicit price-based system (such as the systems implemented in British Columbia and Alberta) or a cap-and-trade system. Saskatchewan remains the only Canadian jurisdiction that has not joined the national plan set out in the PCF. Saskatchewan released its own output-based performance standards approach, which is applied only to certain large industrial facilities. The proposed system in Saskatchewan only partially meets the PCF standards; therefore, the federal carbon pollution pricing system will apply in Saskatchewan to sources not covered by Saskatchewan’s system. Certain Canadian provinces, including Alberta and Saskatchewan, had previously launched constitutional challenges related to the PCF; however, on March 25, 2021, the Supreme Court of Canada released its judgment confirming the constitutionality of Canada’s national carbon pricing regime. In November 2021, to conclude the 26th Conference of the Parties to the UNFCCC, nearly 200 countries including Canada signed the Glasgow Climate Pact, which reaffirms the commitments to limiting global temperature rise set out in the Paris Agreement. The Glasgow Climate Pact called for nations to submit new targets to the UNFCCC by the end of 2022 to align with the Paris Agreement’s goals, requests that nations take accelerated actions to reduce emissions by 2030 and asks nations to accelerate the development and adoption of policies to transition towards low-emission energy systems. It also includes the party nations’ agreement on rules under the Paris Agreement to create a global carbon credit market.

In December 2024, the Canadian Federal government finalized Clean Electricity Regulations, which are aimed at achieving net-zero emissions from Canada’s electricity grid by 2050. The regulations implement measures to limit carbon emissions produced by electricity generated using fossil fuels, which may include natural gas. Certain provinces in Canada have indicated opposition to the Clean Electricity Regulations, which may decrease domestic demand for natural gas in Canada, and have an adverse effect on the demand for our services.

As of the date hereof, it is not possible to predict the effect of the Paris Agreement, the Glasgow Climate Pact, Clean Electricity Regulations, and climate change-related legislation in Canada, the U.S. and globally on our business or whether additional climate-change legislation, regulations or other measures will be adopted at the federal, state, provincial or local levels in Canada, the U.S. or globally. While some of these regulations are in effect, others remain in various phases of review, discussion or implementation, leading to uncertainties regarding the timing and effects of these emerging regulations, making it difficult to accurately determine the cost impacts and effects on our operations. Further efforts by governments and non-governmental organizations to reduce greenhouse gas emissions appear likely, which, together with existing efforts, may reduce demand for oil and natural gas and potentially lead to lower demand for our services.

Transition Impact

In addition to the physical and regulatory effects of climate change on our business, an increasing focus on the reduction of greenhouse gas emissions and a potential shift to lower carbon intensive energy sources or a shift to a lower carbon economy may result in lower oil and natural gas prices and depress the overall level of oil and natural gas exploration and production activity, impacting the demand for our services from the oil and natural gas industry. Additionally, if our reputation is diminished as a result of the industry we operate in or services we provide, it could result in increased operating or regulatory costs, reduce access to capital, lower shareholder confidence or loss of public support for our business. It may also encourage exploration and production companies to diversify and limit drilling to find less carbon intensive energy alternatives.

Poor safety performance could lead to lower demand for our services

Standards for accident prevention in the oil and natural gas industry are governed by service company safety policies and procedures, accepted industry safety practices, customer-specific safety requirements, and health and safety legislation. Safety is a key factor that customers consider when selecting an oilfield services company. A decline in our safety performance could result in lower demand for services, which could have a material adverse effect on our business, financial condition, results of

32 Management's Discussion and Analysis


 

operations and cash flow. A public safety performance issue could also result in reputational damage to us or increased costs of operating and insuring assets.

We are subject to various health and safety laws, rules, legislation and guidelines which can impose material liability, increase our costs or lead to lower demand for our services.

Our business could be negatively affected as a result of actions of activist shareholders and some institutional investors may be discouraged from investing in the industry in which we operate in

Activist shareholders could advocate for changes to our corporate governance, operational practices and strategic direction, which could have an adverse effect on our reputation, business and future operations. In recent years, publicly traded companies have been increasingly subject to demands from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or certain corporate actions or reorganizations. There can be no assurances that activist shareholders will not publicly advocate for us to make certain corporate governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities, could be costly and time consuming and could have an adverse effect on our reputation and divert the attention and resources of management and our Board, which could have an adverse effect on our business and operational results. Additionally, shareholder activism could create uncertainty about future strategic direction, resulting in loss of future business opportunities, which could adversely affect our business, future operations, profitability and our ability to attract and retain qualified personnel.

In addition to risks associated with activist shareholders, some institutional investors are placing an increased emphasis on ESG factors when allocating their capital. These investors may be seeking enhanced ESG disclosures or may implement policies that discourage investment in the hydrocarbon industry. Other investors may discourage investments in new lines of business which may be related to ESG matters. To the extent that certain institutions implement policies that discourage investments in our industry or new lines of business, it could have an adverse effect on our financing costs and term and access to liquidity and capital. Additionally, if our reputation is diminished as a result of the industry we operate in or service, it could result in increased operation or regulatory costs, lower shareholder confidence or loss of public support for our business.

The loss of one or more of our larger customers or consolidation among our customers could have a material adverse effect on our business and our current backlog of contract drilling revenue may decline

In 2024, approximately 44% of our revenue was received from our ten largest drilling customers and approximately 21% of our revenue was received from our three largest drilling customers. The loss of one or more of our larger customers could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, financial difficulties experienced by customers could adversely impact their demand for our services and cause them to request amendments to our contracts with them.

Our fixed-term drilling contracts generally provide our customers with the ability to terminate the contracts at their election, with an early termination payment to us if the contract is terminated before the expiration of the fixed term. During depressed market conditions or otherwise, customers may be unable to satisfy their contractual obligations or may seek to terminate or renegotiate or otherwise fail to honor their contractual obligations. In addition, we may not be able to perform under these contracts due to events beyond our control, and our customers may seek to terminate or renegotiate our contracts for various reasons, without paying an early termination payment. As a result, we may not realize all of our contract drilling backlog. In addition, the termination or renegotiation of fixed-term contracts without receiving early termination payments could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our contract drilling backlog may decline, as fixed-term drilling contract coverage over time may not be offset by new or renegotiated contracts or may be reduced by price adjustments to existing contracts, including as a result of the decline in the price of oil and natural gas, capital spending reductions by our customers or other factors.

Further, consolidation among oil and natural gas exploration and production companies may reduce the number of available customers. As exploration and production entities merge, they often seek operational synergies and cost efficiencies. This can lead to a reduction in the number of drilling services required. Also, integrated entities may opt for in-house drilling capabilities or favor established contracts with other service providers. This may result in increased competition for available contracts or contractual termination, potentially impacting pricing dynamics and profitability.

Our operations are subject to foreign exchange risk

Our U.S. and international operations have revenue, expenses, assets and liabilities denominated in currencies other than the Canadian dollar and are mostly in U.S. dollars and currencies that are pegged to the U.S. dollar. This means that currency exchange rates can affect our income statement, balance sheet and statement of cash flow (statements are titled as follows: Consolidated Statement of Net Earnings (Loss), Consolidated Statement of Financial Position, and Consolidated Statement of Cash Flows).

Translation into Canadian Dollars

When preparing our consolidated financial statements, we translate the financial statements for foreign operations that do not have a Canadian dollar functional currency into Canadian dollars. We translate assets and liabilities at exchange rates in effect

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at the period end date. We translate revenues and expenses using average exchange rates for the month of the transaction. We initially recognize gains or losses from these translation adjustments in other comprehensive income and reclassify them from equity to net earnings on disposal or partial disposal of the foreign operation. Changes in currency exchange rates could materially increase or decrease our foreign currency-denominated net assets, which would increase or decrease shareholders’ equity. Changes in currency exchange rates will affect the amount of revenues and expenses we record for our U.S. and international operations, which will increase or decrease our net earnings. If the Canadian dollar strengthens against the U.S. dollar, the net earnings we record in Canadian dollars from our U.S. and international operations will be lower.

Transaction exposure

We have long-term debt denominated in U.S. dollars. We have designated our U.S. dollar denominated unsecured senior notes as a hedge against the net asset position of our U.S. and foreign operations. This debt is converted at the exchange rate in effect at the period end dates with the resulting gains or losses included in the statement of comprehensive income. If the Canadian dollar strengthens against the U.S. dollar, we will incur a foreign exchange gain from the translation of this debt. Similarly, if the Canadian dollar weakens against the U.S. dollar, we will incur a foreign exchange loss from the translation of this debt. The vast majority of our international operations are transacted in U.S. dollars or U.S. dollar-pegged currencies. Transactions for our Canadian operations are primarily transacted in Canadian dollars. We occasionally purchase goods and supplies in U.S. dollars for our Canadian operations, and we maintain U.S. dollar cash in our Canadian operations.

We may be unable to access additional financing

We may need to obtain additional debt or equity financing in the future to support ongoing operations, undertake capital expenditures, repay existing or future debt including the Senior Credit Facility and the Senior Note Indentures, or pursue acquisitions or other business combination transactions. Volatility or uncertainty in the credit markets and inflationary pressure may increase costs associated with issuing debt or equity, and there is no assurance that we will be able to access additional financing when we need it, or on terms we find acceptable or favourable. Such volatility and uncertainty may be adversely impacted by potential negative perception of investing in the hydrocarbon industry. If we are unable to obtain financing to support ongoing operations or to fund capital expenditures, acquisitions, debt repayments, or other business combination transactions, it could limit growth and may have a material adverse effect on our business, financial condition, results of operations, and cash flow. See also “Our business could be negatively affected as a result of actions of activist shareholders and some institutional investors may be discouraged from investing in the industry in which we operate in.”

Increasing interest rates may increase our cost of borrowing

Increases to the Canadian or United States benchmark interest rates may have an impact on our cost of borrowing under our Senior Credit Facility and any debt financing we may negotiate. Actions by central banks to increase benchmark interest rates in reaction to inflation may increase our cost of borrowing and make the terms of borrowing less favourable to us.

Risks associated with turnkey drilling operations could adversely affect our business

We earn some of our revenue from turnkey drilling contracts. We expect that turnkey drilling will continue to be part of our service offering; however, turnkey contracts pose substantially more risk than wells drilled on a daywork basis. Under a typical turnkey drilling contract, we agree to drill a well for a customer to a specified depth and under specified conditions for a fixed price. We typically provide technical expertise and engineering services, as well as most of the equipment required for the drilling of turnkey wells and use subcontractors for related services. We typically do not receive progress payments and are entitled to payment by the customer only after we have met the full terms of the drilling contract. We sometimes encounter difficulties on wells and incur unanticipated costs, and not all the costs are covered by insurance. As a result, under turnkey contracts, we assume most of the risks associated with drilling operations that are generally assumed by customers under a daywork contract. Operating cost overruns or operational difficulties and higher contractual liabilities on turnkey jobs could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Mergers and acquisitions entail numerous risks and may disrupt our business or distract management

We consider and evaluate mergers and acquisitions of, or significant investments in, complementary businesses and assets as part of our business strategy. Mergers and acquisitions involve numerous risks, including unanticipated costs and liabilities, difficulty in integrating the operations and assets of the merged or acquired business, the ability to properly access and maintain an effective internal control environment over a merged or acquired company to comply with public reporting requirements, potential loss of key employees and customers of the merged or acquired companies, and an increase in our expenses and working capital requirements. Any merger or acquisition could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We may incur substantial debt to finance future mergers and acquisitions and also may issue equity securities or convertible securities for mergers and acquisitions. Debt service requirements could be a burden on our results of operations and financial condition. We would also be required to meet certain conditions to borrow money to fund future mergers and acquisitions. Mergers and acquisitions could also divert the attention of management and other employees from our day-to-day operations and the development of new business opportunities. Even if we are successful in integrating future mergers and acquisitions into our operations, we may not derive the benefits such as operational, financial, or administrative synergies we expect from mergers and acquisitions, which may result in us committing capital resources and not receiving the expected returns.

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Additionally, failing to pursue appropriate mergers when opportune may also pose a risk to our competitive positioning and growth potential. We may not be able to continue to identify attractive acquisition opportunities or successfully acquire identified targets.

Our operations face risks of interruption and casualty losses

Our operations face many hazards inherent in the drilling and well servicing industries, including blowouts, cratering, explosions, fires, loss of well control, loss of hole, reservoir damage, loss of directional control, damaged or lost equipment, and damage or loss from inclement weather or natural disasters. Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental damage, damage to the property of others, and damage to producing or potentially productive oil and natural gas formations that we drill through, which could have a material adverse effect on our business, financial condition, results of operations and cash flow. Additionally, unexpected events such as unplanned power outages, natural disasters, supply disruptions, pandemic illness or other unforeseeable circumstances could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our worldwide operations could be disrupted by terrorism, acts of war, political sanctions, earthquakes, telecommunications failures, power or water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics or pandemics and other natural or manmade disasters or catastrophic events, for some of which may be self-insured. The occurrence of any of these business disruptions could result in difficulties in transporting our crews, hiring or managing personnel as well as other significant losses, that may adversely affect our business, financial conditions, results of operations and cash flow, and require substantial expenditures and recovery time in order to fully resume operations.

Generally, drilling and service rig contracts separate the responsibilities of a drilling or service rig company and the customer. We try to obtain indemnification from our customers by contract for some of these risks even though we also have insurance coverage to protect us. We cannot assure; however, that any insurance or indemnification agreements will adequately protect us against liability from all the consequences described above. If there is an event that is not fully insured or indemnified against, or a customer or insurer does not meet its indemnification or insurance obligations, it could result in substantial losses. In addition, we may not be able to get insurance to cover any or all these risks, or the coverage may not be adequate. Insurance premiums or other costs may rise significantly in the future, making the insurance prohibitively expensive or uneconomic. Significant events, including terrorist attacks in the U.S., wildfires, flooding, severe hurricane damage and well blowout damage in the U.S. Gulf Coast region, have resulted in significantly higher insurance costs, deductibles and coverage restrictions. When we renew our insurance, we may decide to self-insure at higher levels and assume increased risk to reduce costs associated with higher insurance premiums.

Business in our industry is seasonal and highly variable

Seasonal weather patterns in Canada and the northern U.S. affect activity in the oilfield services industry. During the spring months, wet weather and the spring thaw make the ground unstable, so municipalities and counties and provincial and state transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment. This reduces activity and highlights the importance of the location of our equipment prior to the imposition of the road bans. The timing and length of road bans depend on weather conditions leading to the spring thaw and during the thawing period.

Additionally, certain oil and natural gas producing areas are located in parts of western Canada that are only accessible during the winter months because the ground surrounding or containing the drilling sites in these areas consists of terrain known as muskeg. Rigs and other necessary equipment cannot cross this terrain to reach the drilling site until the muskeg freezes. Moreover, once the rigs and other equipment have been moved to a drilling site, they may become stranded or be unable to move to another site if the muskeg thaws unexpectedly. Our business activity depends, at least in part, on the severity and duration of the winter season.

Litigation and legal claims could have an adverse impact on our business

We may be subject to legal proceedings and governmental investigations from time to time related to our business and operations. Lawsuits or claims against us could have a material adverse effect on our business, financial condition, results of operations and cash flow. While we maintain insurance that may cover the cost of certain litigation or have indemnity provisions in our favor, we cannot assure that any insurance or indemnification agreement will cover the cost of theses liabilities, thus litigation or claims could negatively impact our business, reputation, financial condition and cash flow.

Certain of our offerings use proprietary technology and equipment which can involve potential infringement of a third party’s rights or a third party’s infringement of our rights, including rights to intellectual property. From time to time, we or our customers may become involved in disputes over infringement of intellectual property rights relating to equipment or technology owned or used by us. As a result, we may lose access to important equipment or technology, be required to cease use of some equipment or technology, be forced to modify our drilling rigs or technology, or be required to pay license fees or royalties for the use of equipment or technology. In addition, we may lose a competitive advantage in the event we are unsuccessful in enforcing our rights against third parties, or third parties are successful in enforcing their rights against us. As a result, any technology disputes involving us or our customers or supplying vendors could have a material adverse impact on our business, financial condition, results of operations and cash flow.

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Public health crises, such as pandemics and epidemics, may impact our business

Local, regional, national or international public health crises, such as pandemics and epidemics, could have an adverse effect on local economies and potentially the global economy, which may adversely impact the price of and demand for oil and natural gas (and correspondingly, decrease the demand for our services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows). Such public health crises, pandemics, epidemics and disease outbreaks are continuously evolving and the extent to which our business operations and financial results continue to be affected depends on various factors, such as the duration, severity and geographic spread of any outbreak; the impact and effectiveness of governmental action to reduce the spread and treat such outbreak, including government policies and restriction; vaccine hesitancy and voluntary or mandatory quarantines; and the global response surrounding any such uncertainty.

The economic climate resulting from the impact of public health crises, pandemics and epidemics and any corresponding emergency measures that may be implemented from time to time by various governments may have significant adverse impacts on Precision including, but not exclusively:

potential interruptions of our business or operations
material declines in revenue and cash flows, as our customers are concentrated in the oil and natural gas industry
future impairment charges to our property, plant and equipment and intangible assets
risk of non-payment of accounts receivable and customer defaults, and
additional restructuring charges as we align our structure and personnel to the dynamic environment.

Additionally, such public health crises, if uncontrolled, may result in temporary shortages of staff to the extent our workforce is impacted and may result in temporary interruptions to our business or operations, which may have an adverse effect on our financial condition, results of operations and cash flow.

Unionization efforts and labor regulations could materially increase our costs or limit our flexibility

Efforts may be made from time to time to unionize portions of our workforce. We may be subject to strikes or work stoppages and other labor disruptions in connection with unionization efforts or renegotiation of existing contracts with unions. Unionization efforts, if successful, new collective bargaining agreements or work stoppages could materially increase our labor costs, reduce our revenues and adversely impact our operations and cash flow.

A successful challenge by the tax authorities of expense deductions could negatively affect the value of our common shares

Taxation authorities may not agree with the classification of expenses we or our subsidiaries have claimed, or they may challenge the amount of interest expense deducted. If the taxation authorities successfully challenge our classifications or deductions, it could have a material adverse effect on our business financial condition, results of operations and cash flow.

Losing key management could reduce our competitiveness and prospects for future success

Our future success and growth depend partly on the expertise and experience of our key management. There is no assurance that we will be able to retain key management. Losing these individuals could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our assessment of capital assets for impairment may result in a non-cash charge against our consolidated net income

We are required to assess our capital asset balance for impairment when certain internal and external factors indicate the need for further analysis. When assessing impairment triggers and calculating impairment it is based on management’s estimates and assumptions. We may consider several factors, including any declines in our share price and market capitalization, lower future cash flow and earnings estimates, significantly reduced or depressed markets in our industry, and general economic conditions, among other things. Any impairment write-down to capital assets would result in a non-cash charge against net earnings, which could be material.

Our credit ratings may change

Credit ratings affect our financing costs, liquidity and operations over the long term and are intended as an independent measure of the credit quality of long-term debt. Credit ratings affect our ability to obtain short and long-term financing and the cost of this financing, and our ability to engage in certain business activities cost-effectively.

If a rating agency downgrades our current corporate credit rating or rating of debt, or changes our credit outlook to negative, it could have an adverse effect on our financing costs and access to liquidity and capital.

The price of our common shares can fluctuate

Several factors can cause volatility in our share price, including increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, plans in respect of returns of capital to shareholders, failure to meet analysts’ expectations, changes in credit ratings, and speculation in the media or investment community about our financial condition or results of operations. General market conditions, the perception of the industry we operate in and service and Canadian, U.S. or international economic and social factors and political events unrelated to our performance may also affect the price of our shares. Investors should therefore not rely on past performance of our shares to predict the future performance

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of our shares or financial results. At times when our share price is relatively low, we may be subject to takeover attempts by certain companies or institutions acting opportunistically.

While there is currently an active trading market for our shares in the United States and Canada, we cannot guarantee that an active trading market will be sustained in either country. There could cease to be an active trading market due to, among other factors, minimum listing requirements of stock exchanges. If an active trading market in our shares is not sustained, the trading liquidity of our shares will be limited and the market value of our shares may be reduced.

Selling additional shares could affect share value

While we have a normal course issuer bid in place under which we may acquire our own shares, in the future, we may issue additional shares to fund our needs or those of other entities owned directly or indirectly by us, as authorized by the Board. We do not need shareholder approval to issue additional shares, except as may be required by applicable stock exchange rules, and shareholders do not have any pre-emptive rights related to share issues (see Capital Structure on page 20).

As a foreign private issuer in the U.S., we may file less information with the SEC than a company incorporated in the U.S.

As a foreign private issuer, we are exempt from certain rules under the United States Exchange Act of 1934 (the Exchange Act) that impose disclosure requirements, as well as procedural requirements, for proxy solicitations under Section 14 of the Exchange Act. Our directors, officers and principal shareholders are also exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. We are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor are we generally required to comply with Regulation FD, which restricts the selective disclosure of material non-public information. As a result, there may be less publicly available information about us than U.S. public companies and this information may not be provided as promptly. In addition, we are permitted, under a multi-jurisdictional disclosure system adopted by the U.S. and Canada, to prepare our disclosure documents in accordance with Canadian disclosure requirements, including preparing our financial statements in accordance with International Financial Reporting Standards (IFRS), which differs in some respects from U.S. GAAP. We are required to assess our foreign private issuer status under U.S. securities laws annually at the end of the second quarter. If we were to lose our status as a foreign private issuer under U.S. securities laws, we would be required to comply with U.S. securities and accounting requirements.

We have retained liabilities from prior reorganizations

We have retained all liabilities of our predecessor companies, including liabilities relating to corporate and income tax matters.

We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors

Management does not believe we are or will be treated as a passive foreign investment company (PFIC) for U.S. tax purposes. However, because PFIC status is determined annually and will depend on the composition of our income and assets from time to time, it is possible that we could be considered a PFIC in the future. This could result in adverse U.S. tax consequences for a U.S. investor. In particular, a U.S. investor would be subject to U.S. federal income tax at ordinary income rates, plus a possible interest charge, for any gain derived from a disposition of common shares, as well as certain distributions by us. In addition, a step-up in the tax basis of our common shares would not be available if an individual holder dies.

An investor who acquires 10% or more of our common shares may be subject to taxation under the controlled foreign corporation (CFC) rules.

Under certain circumstances, a U.S. person who directly or indirectly owns 10% or more of the voting power of a foreign corporation that is a CFC (generally, a foreign corporation where 10% or more U.S. shareholders own more than 50% of the voting power or value of the stock of the foreign corporation) for 30 straight days or more during a taxable year and who holds any shares of the foreign corporation on the last day of the corporation’s tax year must include in gross income for U.S. federal income tax purposes its pro rata share of certain income of the CFC even if the income is not distributed to the person. We are not currently a CFC, but this could change in the future.

EVALUATION OF CONTROLS AND PROCEDURES

 

 

Internal Control over Financial Reporting

We maintain internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a – 15(f) and 15d – 15(f) under the United States Securities Exchange Act of 1934, as amended (the Exchange Act) and under National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings (NI 52-109).

Precision Drilling Corporation 2024 Annual Report 37


 

Management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), has conducted an evaluation of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

There were no changes in our internal control over financial reporting in 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Based on management’s assessment as at December 31, 2024, management has concluded that our internal control over financial reporting is effective.

The effectiveness of internal control over financial reporting as at December 31, 2024 was audited by KPMG LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Public Accounting Firm, which is included in this annual report.

Due to its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risk that controls may become inadequate.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our interim and annual filings is reviewed, recognized and disclosed accurately and in the appropriate time period.

Management, including the CEO and CFO, carried out an evaluation, as at December 31, 2024, of the effectiveness of the design and operation of Precision’s disclosure controls and procedures, as defined in Rule 13a – 15(e) and 15d – 15(e) under the Exchange Act and NI 52-109. Based on that evaluation, the CEO and CFO have concluded that the design and operation of Precision’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act or Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in the rules and forms therein.

It should be noted that while the CEO and CFO believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that these disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

38 Management's Discussion and Analysis


 

ADVISORIES

 

 

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION AND STATEMENTS

We disclose forward-looking information to help current and prospective investors understand our future prospects.

Certain statements contained in this MD&A, including statements that contain words such as could, should, can, anticipate, estimate, intend, plan, expect, believe, will, may, continue, project, potential and similar expressions and statements relating to matters that are not historical facts constitute forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward-looking information and statements).

Our forward-looking information and statements in this MD&A include, but are not limited to, the following:

our strategic priorities for 2025
our capital expenditures, free cash flow allocation and debt reduction plan for 2025 and beyond
anticipated activity levels in 2025
anticipated demand for our drilling rigs
plans for returns of capital to shareholders
the average number of term contracts in place for 2025
customer adoption of Alpha™ technologies and EverGreen™ suite of environmental solutions
potential commercial opportunities and rig contract renewals
our customers ability to pay or honor their contractual obligations
our future debt reduction plans
our outlook on oil and natural gas prices
target Net Debt to Adjusted EBITDA ratio
the potential impact liquefied natural gas export development could have on North American drilling activity
our expectations that new or newer rigs will enter the markets we currently operate in, and
our ability to remain compliant with our Senior Credit Facility financial debt covenants.

The forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These include, among other things:

the fluctuation in oil prices may pressure customers into reducing or limiting their drilling budgets
the status of current negotiations with our customers and vendors
customer focus on safety performance
existing term contracts are neither renewed or terminated prematurely
continued market demand for our drilling rigs
our ability to deliver rigs to customers on a timely basis
the impact of climate change on our business
the general stability of the economic and political environment in the jurisdictions in which we operate, and
the impact of an increase/decrease in capital spending.

Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:

volatility in the price and demand for oil and natural gas
fluctuations in the level of oil and natural gas exploration and development activities
fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services
our customers’ inability to obtain adequate credit or financing to support their drilling and production activity
changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage
shortages, delays and interruptions in the delivery of equipment supplies and other key inputs
liquidity of the capital markets to fund customer drilling programs
availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed
the physical, regulatory and transition impacts of climate change
the impact of weather and seasonal conditions on operations and facilities
the impact of tariffs and trade disputes
competitive operating risks inherent in contract drilling, well servicing and ancillary oilfield services
ability to improve our rig technology to improve drilling efficiency
disease outbreaks which could impact demand for our services or impact our operations
public health crises that impact demand for our services and our business
general political, economic, market or business conditions
the availability of qualified personnel and management
a decline in our safety performance which could result in lower demand for our services
business interruptions related to cybersecurity risks

Precision Drilling Corporation 2024 Annual Report 39


 

changes to, and new laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and natural gas
terrorism, social, civil and political unrest globally or in the foreign jurisdictions where we operate
fluctuations in foreign exchange, interest rates and tax rates, and
other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions.

Readers are cautioned that the foregoing list of risk factors is not exhaustive. You can find more information about these and other factors that could affect our business, operations or financial results in this MD&A under the section titled “Risks in our Business” and in reports on file with securities regulatory authorities from time to time, including but not limited to our Annual Information Form (AIF) for the year ended December 31, 2024, which you can find in our profile on SEDAR+ (www.sedarplus.ca) or in our profile on EDGAR ( www.sec.gov).

All of the forward-looking information and statements made in this MD&A are expressly qualified by these cautionary statements. There can be no assurance that actual results or developments that we anticipate will be realized. We caution you not to place undue reliance on forward-looking information and statements. The forward-looking information and statements made in this MD&A are made as of the date hereof. We will not necessarily update or revise this forward-looking information as a result of new information, future events or otherwise, unless we are required to by securities law.

Forward-looking information and statements in this MD&A may also address our sustainability plans and progress. The inclusion of these statements is not an indication that these contents are necessarily material to investors and certain standards for measuring progress for sustainability are still developing (including for emissions disclosures).

FINANCIAL MEASURES AND RATIOS

NON-GAAP FINANCIAL MEASURES

We reference certain additional Non-GAAP measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors. Non-GAAP financial measures are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers.

Adjusted EBITDA

We believe Adjusted EBITDA (earnings before income taxes, gain on repurchase of unsecured senior notes, gain on acquisition, loss (gain) on investments and other assets, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals, and depreciation and amortization ), as reported in our Consolidated Statements of Net Earnings (Loss), is a useful measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.

The most directly comparable financial measure is net earnings (loss).

 

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Adjusted EBITDA by segment

 

 

 

 

 

 

 

 

 

Contract Drilling Services

 

 

532,345

 

 

 

630,761

 

 

 

397,753

 

Completion and Production Services

 

 

66,681

 

 

 

51,224

 

 

 

38,147

 

Corporate and Other

 

 

(77,805

)

 

 

(70,867

)

 

 

(124,295

)

 

 

 

521,221

 

 

 

611,118

 

 

 

311,605

 

Depreciation and amortization

 

 

309,314

 

 

 

297,557

 

 

 

279,035

 

Gain on asset disposals

 

 

(16,148

)

 

 

(24,469

)

 

 

(29,926

)

Loss on asset decommissioning

 

 

 

 

 

9,592

 

 

 

 

Foreign exchange

 

 

2,259

 

 

 

(1,667

)

 

 

1,278

 

Finance charges

 

 

69,753

 

 

 

83,414

 

 

 

87,813

 

Loss (gain) on investments and other assets

 

 

1,484

 

 

 

6,810

 

 

 

(12,452

)

Gain on acquisition

 

 

 

 

 

(25,761

)

 

 

 

Gain on redemption and repurchase of unsecured senior notes

 

 

 

 

 

(137

)

 

 

 

Income taxes

 

 

43,229

 

 

 

(23,465

)

 

 

20,150

 

Net earnings (loss)

 

 

111,330

 

 

 

289,244

 

 

 

(34,293

)

Non-controlling interest

 

 

135

 

 

 

 

 

 

 

Net earnings (loss) attributable to shareholders

 

 

111,195

 

 

 

289,244

 

 

 

(34,293

)

 

Funds provided by (used in) operations

We believe funds provided by (used in) operations, as reported in our Consolidated Statements of Cash Flows, is a useful measure because it provides an indication of the funds our principal business activities generate prior to consideration of working capital changes, which is primarily made up of highly liquid balances.

The most directly comparable financial measure is cash provided by (used in) operations.

 

40 Management's Discussion and Analysis


 

Net capital spending

We believe net capital spending is a useful measure as it provides an indication of our primary investment activities.

The most directly comparable financial measure is cash provided by (used in) investing activities.

Net capital spending is calculated as follows:

 

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Capital spending by spend category

 

 

 

 

 

 

 

 

 

Expansion and upgrade

 

 

52,066

 

 

 

63,898

 

 

 

63,305

 

Maintenance and infrastructure

 

 

164,632

 

 

 

162,851

 

 

 

120,945

 

 

 

 

216,698

 

 

 

226,749

 

 

 

184,250

 

Proceeds on sale of property, plant and equipment

 

 

(30,395

)

 

 

(23,841

)

 

 

(37,198

)

Net capital spending

 

 

186,303

 

 

 

202,908

 

 

 

147,052

 

Business acquisitions

 

 

 

 

 

28,646

 

 

 

10,200

 

Proceeds from sale of investments and other assets

 

 

(3,623

)

 

 

(10,013

)

 

 

 

Purchase of investments and other assets

 

 

725

 

 

 

5,343

 

 

 

617

 

Receipt of finance lease payments

 

 

(799

)

 

 

(255

)

 

 

 

Changes in non-cash working capital balances

 

 

20,380

 

 

 

(11,845

)

 

 

(13,454

)

Cash used in investing activities

 

 

202,986

 

 

 

214,784

 

 

 

144,415

 

 

Working capital

We define working capital as current assets less current liabilities, as reported in our Consolidated Statements of Financial Position.

Working capital is calculated as follows:

 

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Current assets

 

 

501,284

 

 

 

510,881

 

 

 

470,670

 

Current liabilities

 

 

(338,692

)

 

 

(374,009

)

 

 

(422,326

)

Working capital

 

 

162,592

 

 

 

136,872

 

 

 

48,344

 

 

Total Long-term Financial Liabilities

We define total long-term financial liabilities as total non-current liabilities less deferred tax liabilities, as reported in our Consolidated Statements of Financial Position.

Total long-term financial liabilities is calculated as follows:

 

Year ended December 31 (in thousands of dollars)

 

 

2024

 

 

 

2023

 

 

 

2022

 

Total non-current liabilities

 

 

935,624

 

 

 

1,069,364

 

 

 

1,223,268

 

Deferred tax liabilities

 

 

(47,451

)

 

 

(73,515

)

 

 

(28,946

)

Total long-term financial liabilities

 

 

888,173

 

 

 

995,849

 

 

 

1,194,322

 

 

NON-GAAP RATIOS

We reference certain additional non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors. Non-GAAP ratios are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers.

Adjusted EBITDA % of Revenue

We believe Adjusted EBITDA as a percentage of consolidated revenue, as reported in our Consolidated Statements of Net Earnings (Loss), provides an indication of our profitability from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.

Long-term debt to long-term debt plus equity

We believe that long-term debt (as reported in our Consolidated Statements of Financial Position) to long-term debt plus equity (total shareholders’ equity as reported in our Consolidated Statements of Financial Position) provides an indication of our debt leverage.

Net Debt to Adjusted EBITDA

We believe the Net Debt (long-term debt less cash, as reported in our Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication to the number of years it would take for us to repay our debt obligations.

SUPPLEMENTARY FINANCIAL MEASURES

We reference certain supplementary financial measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.

Capital spending by spend category

We provide additional disclosure to better depict the nature of our capital spending. Our capital spending is categorized as expansion and upgrade, maintenance and infrastructure, or intangibles.

Precision Drilling Corporation 2024 Annual Report 41


 

Enterprise Value

We calculate our Enterprise Value as our market capitalization (outstanding common shares multiplied by our share price at the reporting date) plus our long-term debt less cash, as reported in our Consolidated Statements of Financial Position.

Long-term debt to cash provided by (used in) operations

We calculate our long-term debt, as reported in our Consolidated Statements of Financial Position, to cash provided by (used in) operations, as reported in our Consolidated Statements of Cash Flows.

Working capital ratio

We define our working capital ratio as current assets divided by current liabilities, as reported in our Consolidated Statements of Financial Position.

42 Management's Discussion and Analysis


0.309one yearthree yearsone year

Exhibit 99.3

MANAGEMENT’S REPORT TO THE SHAREHOLDERS

 

 

 

The accompanying Consolidated Financial Statements and all information in this Annual Report are the responsibility of management. The Consolidated Financial Statements have been prepared by management in accordance with the accounting policies in the Notes to the Consolidated Financial Statements. When necessary, management has made informed judgements and estimates in accounting for transactions that were not complete at reporting date. In the opinion of management, the Consolidated Financial Statements have been prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and appropriate in the circumstances. The financial information elsewhere in this Annual Report has been reviewed to ensure consistency with that in the Consolidated Financial Statements.

Management has prepared the Management’s Discussion and Analysis (MD&A). The MD&A is based on the financial results of Precision Drilling Corporation (the Corporation) prepared in accordance with IFRS as issued by the IASB. The MD&A compares the audited financial results for the years ended December 31, 2024 and December 31, 2023.

Management is responsible for establishing and maintaining adequate internal control over the Corporation’s financial reporting and is supported by an internal audit function that conducts periodic testing of these controls. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of, and with direction from, our principal executive officer and principal financial and accounting officer, management conducted an evaluation of the effectiveness of the Corporation’s internal control over financial reporting. Management’s evaluation of internal control over financial reporting was based on the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on this evaluation, management concluded that the Corporation’s internal control over financial reporting was effective as of December 31, 2024. Also, management determined that there were no material weaknesses in the Corporation’s internal control over financial reporting as of December 31, 2024.

KPMG LLP (KPMG), a Registered Public Accounting Firm, was engaged, as approved by a vote of shareholders at the Corporation’s most recent annual meeting, to audit the Consolidated Financial Statements and provide an independent professional opinion.

KPMG also completed an audit of the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2024, as stated in its report included in this Annual Report and has expressed an unqualified opinion on the effectiveness of internal control over financial reporting as of December 31, 2024.

The Audit Committee of the Board of Directors, which is comprised of five independent directors who are not employees of the Corporation, provides oversight to the financial reporting process. Integral to this process is the Audit Committee’s review and discussion with management and KPMG of the quarterly and annual financial statements and reports prior to their respective release. The Audit Committee is also responsible for reviewing and discussing with management and KPMG major issues as to the adequacy of the Corporation’s internal controls. KPMG has unrestricted access to the Audit Committee to discuss its audit and related matters. The Consolidated Financial Statements have been approved by the Board of Directors and its Audit Committee.

/s/ Kevin A. Neveu

 

/s/ Carey T. Ford

 

 

Kevin A. Neveu

 

Carey T. Ford

President and Chief Executive Officer

 

Chief Financial Officer

Precision Drilling Corporation

 

Precision Drilling Corporation

 

 

March 10, 2025

 

March 10, 2025

 

 

Precision Drilling Corporation 2024 Annual Report 43


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Shareholders and Board of Directors of Precision Drilling Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Precision Drilling Corporation and subsidiaries (the Corporation) as of December 31, 2024 and 2023, the related consolidated statements of net earnings, comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 7, 2025 expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 3(q) to the consolidated financial statements, the Corporation has changed its method of accounting for the classification of liabilities as current from non-current for the Deferred Share Unit plan for non-management directors as of January 1, 2024 due to the adoption of the Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and included the presentation of the statement of financial position as of January 1, 2023.

Basis for Opinion

These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of indicators of impairment for the Contract Drilling and Completion and Production Services cash generating units (CGUs)

As discussed in notes 3(f), 3(p), 6 and 7(a) to the consolidated financial statements, the Corporation reviews the carrying amount of each of the CGUs at each reporting date to determine whether an indicator of impairment exists based on an analysis of relevant internal and external factors. The Corporation analyzes indicators that a CGU may be impaired such as financial performance of the CGU compared to historical results and forecasts and consideration of the Corporation’s market capitalization. The Corporation did not identify an indicator of impairment within the Corporation’s Contract Drilling or Completion and Production Services CGUs as at December 31, 2024. Accordingly, no impairment tests were performed on the Contract Drilling or Completion and Production Services CGUs as at December 31, 2024. Total assets recognized in the Contract Drilling and Completion and Production Services CGUs at December 31, 2024 were approximately $2,562,436 thousand and $241,277 thousand, respectively.

We identified the assessment of indicators of impairment for the Corporation’s Contract Drilling and Completion and Production Services CGUs as a critical audit matter.

44 Consolidated Financial Statements


 

Complex auditor judgement was required in evaluating the amount of earnings before income taxes, gain on repurchase of unsecured senior notes, gain on acquisition, loss on investments and other assets, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals, and depreciation and amortization (Adjusted EBITDA) budgeted for 2025 for the Contract Drilling and Completion and Production Services CGUs, used in the indicator of impairment assessment for comparison to the Adjusted EBITDA for 2024 and consideration of the Corporation’s market capitalization on the Corporation’s impairment indicator assessment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of the internal control related to this critical audit matter. This included controls related to the Corporation’s identification and evaluation of indicators that the Contract Drilling and Completion and Production Services CGUs may be impaired, which includes the comparison of the Adjusted EBITDA budgeted for 2025 to the Adjusted EBITDA for 2024 and past impairment tests, and the assessment of the Corporation’s market capitalization.

We evaluated the Corporation’s 2025 budgeted Adjusted EBITDA for the Contract Drilling and Completion and Production Services CGUs by comparing it to historical results considering the impact of changes in conditions and events affecting the Contract Drilling and Completion and Production Services CGUs. We compared the Corporation’s 2024 budgeted Adjusted EBITDA for the Contract Drilling and Completion and Production Services CGUs to actual results in 2024 to assess the Corporation’s ability to accurately forecast. We evaluated the changes in market capitalization over the year and its impact on the Corporation’s impairment indicator analysis.

 

 

/s/ KPMG LLP

 

Chartered Professional Accountants

We have served as the Corporation’s auditor since 1987.

Calgary, Canada

March 7, 2025

Precision Drilling Corporation 2024 Annual Report 45


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Shareholders and Board of Directors of Precision Drilling Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Precision Drilling Corporation’s (and subsidiaries’) (the Corporation) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Corporation as of December 31, 2024 and 2023, the related consolidated statements of net earnings, comprehensive income, change in equity, and cash flows for the years then ended and the related notes (collectively, the consolidated financial statements), and our report dated March 7, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report to the Shareholders. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ KPMG LLP

 

Chartered Professional Accountants

Calgary, Canada

March 7, 2025

 

46 Consolidated Financial Statements


 

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

(Stated in thousands of Canadian dollars)

 

 

 

December 31,
2024

 

 

December 31,
2023

 

 

January 1,
2023

 

ASSETS

 

 

 

 

 

 

(see Note 3q)

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

$

73,771

 

 

$

54,182

 

 

$

21,587

 

Accounts receivable

 

(Note 24)

 

 

378,712

 

 

 

421,427

 

 

 

413,925

 

Inventory

 

 

 

 

43,300

 

 

 

35,272

 

 

 

35,158

 

Assets held for sale

 

 

 

 

5,501

 

 

 

 

 

 

 

Total current assets

 

 

 

 

501,284

 

 

 

510,881

 

 

 

470,670

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

Income taxes recoverable

 

 

 

 

 

 

 

682

 

 

 

1,602

 

Deferred tax assets

 

(Note 13)

 

 

6,559

 

 

 

73,662

 

 

 

455

 

Property, plant and equipment

 

(Note 7)

 

 

2,356,173

 

 

 

2,338,088

 

 

 

2,303,338

 

Intangibles

 

(Note 8)

 

 

12,997

 

 

 

17,310

 

 

 

19,575

 

Right-of-use assets

 

(Note 11)

 

 

66,032

 

 

 

63,438

 

 

 

60,032

 

Finance lease receivables

 

 

 

 

4,806

 

 

 

5,003

 

 

 

 

Investments and other assets

 

 

 

 

8,464

 

 

 

9,971

 

 

 

20,451

 

Total non-current assets

 

 

 

 

2,455,031

 

 

 

2,508,154

 

 

 

2,405,453

 

Total assets

 

 

 

$

2,956,315

 

 

$

3,019,035

 

 

$

2,876,123

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

(Note 24)

 

$

314,355

 

 

$

350,749

 

 

$

404,350

 

Income tax payable

 

 

 

 

3,778

 

 

 

3,026

 

 

 

2,991

 

Current portion of lease obligations

 

 

 

 

20,559

 

 

 

17,386

 

 

 

12,698

 

Current portion of long-term debt

 

(Note 9)

 

 

 

 

 

2,848

 

 

 

2,287

 

Total current liabilities

 

 

 

 

338,692

 

 

 

374,009

 

 

 

422,326

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

(Note 12)

 

 

13,666

 

 

 

16,755

 

 

 

47,836

 

Provisions and other

 

(Note 15)

 

 

7,472

 

 

 

7,140

 

 

 

7,538

 

Lease obligations

 

 

 

 

54,566

 

 

 

57,124

 

 

 

52,978

 

Long-term debt

 

(Note 9)

 

 

812,469

 

 

 

914,830

 

 

 

1,085,970

 

Deferred tax liabilities

 

(Note 13)

 

 

47,451

 

 

 

73,515

 

 

 

28,946

 

Total non-current liabilities

 

 

 

 

935,624

 

 

 

1,069,364

 

 

 

1,223,268

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ capital

 

(Note 16)

 

 

2,301,729

 

 

 

2,365,129

 

 

 

2,299,533

 

Contributed surplus

 

 

 

 

77,557

 

 

 

75,086

 

 

 

72,555

 

Accumulated other comprehensive income

 

(Note 18)

 

 

199,020

 

 

 

147,476

 

 

 

159,714

 

Deficit

 

 

 

 

(900,834

)

 

 

(1,012,029

)

 

 

(1,301,273

)

Total equity attributable to shareholders

 

 

 

 

1,677,472

 

 

 

1,575,662

 

 

 

1,230,529

 

Non-controlling interest

 

(Note 23)

 

 

4,527

 

 

 

 

 

 

 

Total equity

 

 

 

 

1,681,999

 

 

 

1,575,662

 

 

 

1,230,529

 

Total liabilities and equity

 

 

 

$

2,956,315

 

 

$

3,019,035

 

 

$

2,876,123

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsequent event

 

(Note 12, 16)

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

Approved by the Board of Directors:

 

/s/ William T. Donovan

 

/s/ Steven W. Krablin

 

 

 

William T. Donovan

Director

 

Steven W. Krablin

Director

 

Precision Drilling Corporation 2024 Annual Report 47


 

CONSOLIDATED STATEMENTS OF NET EARNINGS

 

Years ended December 31,
(Stated in thousands of Canadian dollars, except per share amounts)

 

 

 

2024

 

 

2023

 

Revenue

 

(Note 5)

 

$

1,902,328

 

 

$

1,937,854

 

Expenses:

 

 

 

 

 

 

 

 

Operating

 

(Note 24)

 

 

1,248,686

 

 

 

1,204,548

 

General and administrative

 

(Note 24)

 

 

132,421

 

 

 

122,188

 

Earnings before income taxes, gain on repurchase of unsecured senior notes,
   gain on acquisition, loss on investments and other assets, finance
   charges, foreign exchange, loss on asset decommissioning, gain on
   asset disposals, and depreciation and amortization

 

 

 

 

521,221

 

 

 

611,118

 

Depreciation and amortization

 

(Note 7, 8, 11)

 

 

309,314

 

 

 

297,557

 

Gain on asset disposals

 

(Note 7)

 

 

(16,148

)

 

 

(24,469

)

Loss on asset decommissioning

 

(Note 7)

 

 

 

 

 

9,592

 

Foreign exchange

 

 

 

 

2,259

 

 

 

(1,667

)

Finance charges

 

(Note 10)

 

 

69,753

 

 

 

83,414

 

Loss on investments and other assets

 

 

 

 

1,484

 

 

 

6,810

 

Gain on acquisition

 

(Note 4)

 

 

 

 

 

(25,761

)

Gain on repurchase of unsecured senior notes

 

 

 

 

 

 

 

(137

)

Earnings before income taxes

 

 

 

 

154,559

 

 

 

265,779

 

Income taxes:

 

(Note 13)

 

 

 

 

 

 

Current

 

 

 

 

7,470

 

 

 

4,494

 

Deferred

 

 

 

 

35,759

 

 

 

(27,959

)

 

 

 

 

 

43,229

 

 

 

(23,465

)

Net earnings

 

 

 

$

111,330

 

 

$

289,244

 

Attributable to:

 

 

 

 

 

 

 

 

Shareholders of Precision Drilling Corporation

 

(Note 17)

 

$

111,195

 

 

$

289,244

 

Non-controlling interests

 

(Note 23)

 

$

135

 

 

$

 

Net earnings per share attributable to shareholders of
   Precision Drilling Corporation:

 

 

 

 

 

 

 

 

Basic

 

 

 

$

7.81

 

 

$

21.03

 

Diluted

 

 

 

$

7.81

 

 

$

19.53

 

 

See accompanying notes to consolidated financial statements.

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Years ended December 31,
 (Stated in thousands of Canadian dollars)

 

 

 

2024

 

 

2023

 

Net earnings

 

 

 

$

111,330

 

 

$

289,244

 

Unrealized gain (loss) on translation of assets and liabilities of operations
   denominated in foreign currency

 

 

 

 

119,821

 

 

 

(33,433

)

Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt

 

 

 

 

(69,027

)

 

 

21,195

 

Tax benefit related to net investment hedge of long-term debt

 

 

 

 

750

 

 

 

 

Comprehensive income

 

 

 

$

162,874

 

 

$

277,006

 

Attributable to:

 

 

 

 

 

 

 

 

Shareholders of Precision Drilling Corporation

 

 

 

$

162,739

 

 

$

277,006

 

Non-controlling interests

 

 

 

$

135

 

 

$

 

See accompanying notes to consolidated financial statements.

48 Consolidated Financial Statements


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Years ended December 31,
 (Stated in thousands of Canadian dollars)

 

 

2024

 

 

2023

 

Cash provided by (used in):

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

Net earnings

 

 

$

111,330

 

 

$

289,244

 

Adjustments for:

 

 

 

 

 

 

 

Long-term compensation plans

 

 

 

18,888

 

 

 

6,659

 

Depreciation and amortization

(Note 7, 8, 9)

 

 

309,314

 

 

 

297,557

 

Gain on asset disposals

(Note 7)

 

 

(16,148

)

 

 

(24,469

)

Loss on asset decommissioning

 

 

 

 

 

 

9,592

 

Foreign exchange

 

 

 

2,442

 

 

 

(866

)

Finance charges

(Note 10)

 

 

69,753

 

 

 

83,414

 

Income taxes

(Note 13)

 

 

43,229

 

 

 

(23,465

)

Other

 

 

 

(272

)

 

 

(229

)

Loss on investments and other assets

(Note 6)

 

 

1,484

 

 

 

6,810

 

Gain on acquisition

 

 

 

 

 

 

(25,761

)

Gain on repurchase of unsecured senior notes

 

 

 

 

 

 

(137

)

Income taxes paid

 

 

 

(6,459

)

 

 

(3,103

)

Income taxes recovered

 

 

 

85

 

 

 

24

 

Interest paid

 

 

 

(72,241

)

 

 

(83,037

)

Interest received

 

 

 

1,967

 

 

 

1,176

 

Funds provided by operations

 

 

 

463,372

 

 

 

533,409

 

Changes in non-cash working capital balances

(Note 24)

 

 

18,711

 

 

 

(32,838

)

Cash provided by operations

 

 

 

482,083

 

 

 

500,571

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

Purchase of property, plant and equipment

(Note 7)

 

 

(216,647

)

 

 

(224,960

)

Purchase of intangibles

(Note 8)

 

 

(51

)

 

 

(1,789

)

Proceeds on sale of property, plant and equipment

 

 

 

30,395

 

 

 

23,841

 

Proceeds from sale of investments and other assets

 

 

 

3,623

 

 

 

10,013

 

Business acquisitions, net

(Note 4)

 

 

 

 

 

(28,646

)

Purchase of investments and other assets

 

 

 

(725

)

 

 

(5,343

)

Receipt of finance lease payments

 

 

 

799

 

 

 

255

 

Changes in non-cash working capital balances

(Note 24)

 

 

(20,380

)

 

 

11,845

 

Cash used in investing activities

 

 

 

(202,986

)

 

 

(214,784

)

 

 

 

 

 

 

 

 

Financing:

 

 

 

 

 

 

 

Issuance of long-term debt

(Note 9)

 

 

27,978

 

 

 

162,649

 

Repayment of long-term debt

(Note 9)

 

 

(204,319

)

 

 

(375,237

)

Repurchase of share capital

(Note 16)

 

 

(75,488

)

 

 

(29,955

)

Issuance of common shares from the exercise of options

 

 

 

686

 

 

 

 

Debt amendment fees

 

 

 

(1,363

)

 

 

 

Lease payments

 

 

 

(13,271

)

 

 

(9,423

)

Funding from non-controlling interest

 

 

 

4,392

 

 

 

 

Cash used in financing activities

 

 

 

(261,385

)

 

 

(251,966

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

 

1,877

 

 

 

(1,226

)

Increase in cash

 

 

 

19,589

 

 

 

32,595

 

Cash, beginning of year

 

 

 

54,182

 

 

 

21,587

 

Cash, end of year

 

 

$

73,771

 

 

$

54,182

 

 

See accompanying notes to consolidated financial statements.

 

Precision Drilling Corporation 2024 Annual Report 49


 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

 

 

Attributable to shareholders of the Corporation

 

 

 

 

 

 

 

(Stated in thousands of Canadian dollars)

 

Shareholders’
Capital
(Note 16)

 

 

Contributed
Surplus

 

 

Accumulated
Other
Comprehensive
Income
(Note 18)

 

 

Deficit

 

 

Total

 

 

Non-
controlling interest

 

 

Total Equity

 

Balance at January 1, 2024

 

$

2,365,129

 

 

$

75,086

 

 

$

147,476

 

 

$

(1,012,029

)

 

$

1,575,662

 

 

$

 

 

$

1,575,662

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

111,195

 

 

 

111,195

 

 

 

135

 

 

 

111,330

 

Other comprehensive income

 

 

 

 

 

 

 

 

51,544

 

 

 

 

 

 

51,544

 

 

 

 

 

 

51,544

 

Share options exercised

 

 

978

 

 

 

(292

)

 

 

 

 

 

 

 

 

686

 

 

 

 

 

 

686

 

Settlement of Executive
   Performance and
   Restricted Share Units

 

 

21,846

 

 

 

(1,479

)

 

 

 

 

 

 

 

 

20,367

 

 

 

 

 

 

20,367

 

Share repurchases

 

 

(86,570

)

 

 

 

 

 

 

 

 

 

 

 

(86,570

)

 

 

 

 

 

(86,570

)

Redemption of non-management
   directors share units

 

 

346

 

 

 

(346

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation
   expense

 

 

 

 

 

4,588

 

 

 

 

 

 

 

 

 

4,588

 

 

 

 

 

 

4,588

 

Funding from non-controlling
   interest (Note 23)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,392

 

 

 

4,392

 

Balance at December 31, 2024

 

$

2,301,729

 

 

$

77,557

 

 

$

199,020

 

 

$

(900,834

)

 

$

1,677,472

 

 

$

4,527

 

 

$

1,681,999

 

 

 

Attributable to shareholders of the Corporation

 

 

 

 

 

 

 

(Stated in thousands of Canadian dollars)

 

Shareholders’
Capital
(Note 16)

 

 

Contributed
Surplus

 

 

Accumulated
Other
Comprehensive
Income
(Note 18)

 

 

Deficit

 

 

Total

 

 

Non-
controlling interest

 

 

Total Equity

 

Balance at January 1, 2023

 

$

2,299,533

 

 

$

72,555

 

 

$

159,714

 

 

$

(1,301,273

)

 

 

1,230,529

 

 

$

 

 

$

1,230,529

 

Net earnings

 

 

 

 

 

 

 

 

 

 

 

289,244

 

 

 

289,244

 

 

 

 

 

 

289,244

 

Other comprehensive loss

 

 

 

 

 

 

 

 

(12,238

)

 

 

 

 

 

(12,238

)

 

 

 

 

 

(12,238

)

Acquisition share consideration

 

 

75,588

 

 

 

 

 

 

 

 

 

 

 

 

75,588

 

 

 

 

 

 

75,588

 

Settlement of Executive
   Performance and
   Restricted Share Units

 

 

19,206

 

 

 

 

 

 

 

 

 

 

 

 

19,206

 

 

 

 

 

 

19,206

 

Share repurchases

 

 

(29,955

)

 

 

 

 

 

 

 

 

 

 

 

(29,955

)

 

 

 

 

 

(29,955

)

Redemption of non-management
   directors share units

 

 

757

 

 

 

 

 

 

 

 

 

 

 

 

757

 

 

 

 

 

 

757

 

Share-based compensation
   expense

 

 

 

 

 

2,531

 

 

 

 

 

 

 

 

 

2,531

 

 

 

 

 

 

2,531

 

Balance at December 31, 2023

 

$

2,365,129

 

 

$

75,086

 

 

$

147,476

 

 

$

(1,012,029

)

 

$

1,575,662

 

 

$

 

 

$

1,575,662

 

See accompanying notes to consolidated financial statements.

50 Consolidated Financial Statements


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts are stated in thousands of Canadian dollars except share numbers and per share amounts)

NOTE 1. DESCRIPTION OF BUSINESS

Precision Drilling Corporation (Precision or the Corporation) is incorporated under the laws of the Province of Alberta, Canada and is a provider of contract drilling and completion and production services primarily to oil and natural gas exploration and production companies in Canada, the United States and certain international locations. The address of the registered office is 800, 525 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1.

NOTE 2. BASIS OF PREPARATION

(a) Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements were authorized for issue by the Board of Directors on March 7, 2025.

(b) Basis of Measurement

The consolidated financial statements have been prepared using the historical cost basis and are presented in thousands of Canadian dollars.

(c) Use of Estimates and Judgements

The preparation of the consolidated financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingencies. These estimates and judgements are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The estimation of anticipated future events involves uncertainty and, consequently, the estimates used in the preparation of the consolidated financial statements may change as future events unfold, more experience is acquired, or the Corporation’s operating environment changes. The Corporation reviews its estimates and assumptions on an ongoing basis. Adjustments that result from a change in estimate are recorded in the period in which they become known. Estimates are more difficult to determine, and the range of potential outcomes can be wider, in periods of higher volatility and uncertainty. The impacts of geopolitical events such as the possibility of tariffs between Canada and the U.S., regional conflicts, especially in oil producing areas, can materially impact energy markets, interest and inflation rates, and supply chains, resulting in higher levels of volatility and uncertainty. Management has, to the extent reasonable, incorporated known facts and circumstances into the estimates made, however, actual results could differ from those estimates and those differences could be material. Significant estimates and judgements used in the preparation of the consolidated financial statements are described in Note 3(a), (d), (e), (f), (g), (h), (i), (o), and (p).

Climate-related risks and opportunities may have a future impact on the Corporation and its estimates and judgements, including but not limited to the useful life and residual value of its property, plant and equipment and the measurement of projected cash flows when identifying impairment triggers, performing tests for impairment or impairment recoveries, when available, of non-financial assets.

The Corporation evaluated the remaining useful lives and residual values of its property, plant and equipment, concluding they remain reasonable given the current estimate of the demand period for oil and natural gas extractive services exceeds their remaining useful lives. In addition, the Corporation’s property, plant and equipment, including drill rig equipment, adapts to numerous low-carbon projects, including but not limited to, geothermal drilling, carbon capture and storage and the extraction of helium and hydrogen gas.

In future periods, if indications of impairment of non-financial assets exist, the Corporation’s measurement of projected cash flows may be exposed to higher estimation uncertainty, including but not limited to the Corporation’s continued capital investment required to lower the carbon intensity of its property, plant and equipment, period and growth expectations used to calculate terminal values and the Corporation’s weighted average cost of capital.

(d) Environmental Reporting Regulations

Environmental reporting continues to evolve and the Corporation may be subject to additional future disclosure requirements. The International Sustainability Standards Board (ISSB) issued two IFRS Sustainability Disclosure Standards with the objective to develop a global framework for environmental sustainability disclosure. The Canadian Sustainability Standards Board (CSSB) also finalized and released its Canadian Sustainability Disclosure Standards – CSDS 1, General Requirements for Disclosure of Sustainability-related Financial Information, and CSDS 2, Climate-related Disclosures on December 18, 2024. These standards are voluntary unless mandated by regulators or governments.

The Canadian Securities Administrators (CSA) have issued a proposed National Instrument 51-107 Disclosure of Climate-related Matters which sets forth additional reporting requirements for Canadian Public Companies. Until such time as the CSA comes to a final decision on sustainability standards for Canada, there is no requirement for public companies in Canada to

Precision Drilling Corporation 2024 Annual Report 51


 

adopt sustainability standards. Precision continues to monitor the development of these reporting requirements as it progresses with its determination of the financial and disclosure-related implications of complying with these regulations.

NOTE 3. MATERIAL ACCOUNTING POLICIES

(a) Basis of Consolidation

These consolidated financial statements include the accounts of the Corporation and all of its subsidiaries and partnerships, substantially all of which are wholly owned. The consolidated financial statements of the subsidiaries are prepared for the same period as the parent entity, using consistent accounting policies. All significant intercompany balances and transactions and any unrealized gains and losses arising from intercompany transactions, have been eliminated.

Subsidiaries are entities controlled by the Corporation. Control exists when Precision has the power to govern the financial and operating policies of an entity to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are considered. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

An associate is an entity for which the Corporation has significant influence and thereby has the power to participate in the financial and operational decisions but does not control or jointly control the investee. Investments in associates are accounted for using the equity method of accounting and are recognized at cost and subsequently adjusted for the proportionate share of the investee's net assets. The Corporation's consolidated financial statements include its share of the investee's net earnings and other comprehensive income until the date that significant influence ceases.

Non-controlling interest in the net assets of consolidated subsidiaries are identified separately from the Corporation’s equity attributable to shareholders. Non-controlling interest consists of the non-controlling interest at the date of creation plus the non-controlling interest's share of changes in equity during the period.

Precision does not hold interests in any special-purpose entities.

The acquisition method is used to account for acquisitions of subsidiaries and assets that meet the definition of a business under IFRS. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized immediately in the statements of net earnings. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Corporation incurs in connection with a business combination are expensed as incurred.

(b) Cash

Cash consists of cash and short-term investments with original maturities of three months or less.

(c) Inventory

Inventory is primarily comprised of operating supplies and carried at the lower of average cost, being the cost to acquire the inventory, and net realizable value. Inventory is charged to operating expenses as items are sold or consumed at the amount of the average cost of the item.

(d) Property, Plant and Equipment

Property, plant and equipment are carried at cost, less accumulated depreciation and any accumulated impairment losses.

Cost includes an expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, and borrowing costs on qualifying assets.

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Corporation, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment (repair and maintenance) are recognized in net earnings as incurred.

52 Consolidated Financial Statements


 

Property, plant, and equipment are depreciated as follows:

 

 

Expected Life

 

Salvage Value

 

Basis of
Depreciation

Drilling rig equipment:

 

 

 

 

 

 

– Power & Tubulars

 

5 years

 

 

straight-line

– Dynamic

 

10 years

 

 

straight-line

– Structural

 

20 years

 

10%

 

straight-line

Service rig equipment

 

20 years

 

10%

 

straight-line

Drilling rig spare equipment

 

up to 15 years

 

 

straight-line

Service rig spare equipment

 

up to 15 years

 

 

straight-line

Rental equipment

 

up to 15 years

 

0 to 25%

 

straight-line

Other equipment

 

3 to 10 years

 

 

straight-line

Light duty vehicles

 

4 years

 

 

straight-line

Heavy duty vehicles

 

7 to 10 years

 

 

straight-line

Buildings

 

10 to 20 years

 

 

straight-line

 

Property, plant and equipment are depreciated based on estimates of useful lives and salvage values. These estimates consider data and information from various sources including vendors, industry practice, and Precision’s own historical experience and may change as more experience is gained, market conditions shift, or technological advancements are made.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal to the carrying amount of property, plant and equipment, and are recognized in the consolidated statements of net earnings.

Determination of which parts of the drilling rig equipment represent significant cost relative to the entire rig and identifying the consumption patterns along with the useful lives of these significant parts, are matters of judgement. This determination can be complex and subject to differing interpretations and views, particularly when rig equipment comprises individual components for which different depreciation methods or rates are appropriate.

The estimated useful lives, residual values and method and components of depreciation are reviewed annually, and adjusted prospectively, if appropriate.

(e) Intangibles

Intangible assets that are acquired by the Corporation with finite lives are initially recorded at estimated fair value and subsequently measured at cost less accumulated amortization and any accumulated impairment losses.

Subsequent expenditures are capitalized only when they increase the future economic benefits of the specific asset to which they relate.

Intangible assets are amortized based on estimates of useful lives. These estimates consider data and information from various sources including vendors and Precision’s own historical experience and may change as more experience is gained or technological advancements are made.

Amortization is recognized in net earnings using the straight-line method over the estimated useful lives of the respective assets. Precision’s loan commitment fees, if undrawn on the Facility, are included in intangibles and are amortized over the term of the respective facility. Software is amortized over its expected useful life of up to 10 years.

The estimated useful lives and methods of amortization are reviewed annually and adjusted prospectively if appropriate.

 

(f) Impairment of Non-Financial Assets

The carrying amounts of the Corporation’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the Cash-Generating Unit or CGU). Judgement is required in the aggregation of assets into CGUs.

If any such indication exists, then the asset or CGU’s recoverable amount is estimated. Judgement is required when evaluating whether a CGU has indications of impairment.

The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Value in use is generally computed by reference to the present value of the future cash flows expected to be derived from the CGU.

An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its estimated recoverable amount. Impairment losses are recognized in net earnings. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU on a pro-rata basis.

Precision Drilling Corporation 2024 Annual Report 53


 

In respect of other assets, impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(g) Income Taxes

Income tax expense is recognized in net earnings except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable or receivable on the taxable earnings or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in net earnings in the period that includes the date of enactment or substantive enactment. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities that are expected to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The Corporation is subject to taxation in numerous jurisdictions. Uncertainties exist with respect to the interpretation of complex tax regulations and require significant judgement. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expense already recorded. The Corporation establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions are based on various factors, such as the experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

(h) Revenue from Contracts with Customers

Precision recognizes revenue from a variety of sources. In general, customer invoices are issued upon rendering all performance obligations for an individual well-site job. Under the Corporation’s standard contract terms, customer payments are to be received within 28 days of the customer’s receipt of an invoice.

Contract Drilling Services

The Corporation contracts individual drilling rig packages, including crews and support equipment, to its customers. Depending on the customer’s drilling program, contracts may be for a single well, multiple wells or a fixed term. Revenue from contract drilling services is recognized over time from spud to rig release on a daily basis. Operating days are measured through industry standard tour sheets that document the daily activity of the rig. Revenue is recognized at the applicable day rate for each well, based on rates specified in the drilling contract.

The Corporation provides services under turnkey contracts, whereby Precision is required to drill a well to an agreed upon depth under specified conditions for a fixed price, regardless of the time required or problems encountered in drilling the well. Revenue from turnkey drilling contracts is recognized over time using the input method based on costs incurred to date in relation to estimated total contract costs, as that most accurately depicts the Corporation’s performance.

54 Consolidated Financial Statements


 

Completion and Production Services

The Corporation provides a variety of well completion and production services including well servicing. In general, service rigs do not involve long-term contracts or penalties for termination. Revenue is recognized daily upon completion of services. Operating days are measured through daily tour sheets and field tickets. Revenue is recognized at the applicable daily or hourly rate, as stipulated in the contract.

The Corporation offers its customers a variety of oilfield equipment for rental. Rental revenue is recognized daily at the applicable rate stated in the rental contract. Rental days are measured through field tickets.

The Corporation provides accommodation and catering services to customers in remote locations. Customers contract these services either as a package or individually for a fixed term. For accommodation services, the Corporation supplies camp equipment and revenue is recognized over time on a daily basis, once the equipment is on-site and available for use, at the applicable rate stated in the contract. For catering services, the Corporation recognizes revenue daily according to meals served. Accommodation and catering services provided are measured through field tickets.

(i) Provisions

Provisions are recognized when the Corporation has a present obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Precision maintains a provision for the deductible and uninsured portions of workers’ compensation and general liability claims. The amount accrued for the provision for losses incurred varies depending on the number and nature of the claims outstanding at the dates of the statements of financial position. In addition, the accrual includes management’s estimate of the future cost to settle each claim such as future changes in the severity of the claim and increases in medical costs. Precision uses third parties to assist in developing the estimate of the ultimate costs to settle each claim, which is based on historical experience associated with the type of each claim and specific information related to each claim. The specific circumstances of each claim may change over time prior to settlement and, as a result, the estimates made as of the reporting dates may change. The current portion of the provision is presented within accounts payables and accrued liabilities.

(j) Share-Based Incentive Compensation Plans

The Corporation has established several share-based incentive compensation plans for non-management directors, officers, and other eligible employees. The estimated fair value of amounts payable to eligible participants under these plans are recognized as an expense with a corresponding increase in liabilities over the period that the participants become unconditionally entitled to payment. The recorded liability is re-measured at the end of each reporting period until settlement with the resultant change to the fair value of the liability recognized in net earnings for the period. When the plans are settled, the cash paid reduces the outstanding liability.

The Corporation has an employee share purchase plan that allows eligible employees to purchase common shares through payroll deductions.

Prior to January 1, 2012, the Corporation had an equity-settled deferred share unit plan whereby non-management directors of Precision could elect to receive all or a portion of their compensation in fully-vested deferred share units. Compensation expense was recognized based on the fair value price of the Corporation’s shares at the date of grant with a corresponding increase to contributed surplus. Upon redemption of the deferred share units into common shares, the amount previously recognized in contributed surplus is recorded as an increase to shareholders’ capital. The Corporation continues to have obligations under this plan.

Effective May 16, 2024, the Corporation instituted a new equity-settled deferred share unit plan whereby non-management directors of Precision can elect to receive all or a portion of their compensation in fully-vested deferred share units. Compensation expense is recognized based on the fair value price at the date of grant with a corresponding increase to contributed surplus. Upon redemption of the deferred share units into common shares, the fair value price on redemption date is recorded as an increase to shareholders' capital.

The Corporation has a share option plan for certain eligible employees. Under this plan, the fair value of share purchase options is calculated at the date of grant using the Black-Scholes option pricing model, and that value is recorded as compensation expense over the grant’s vesting period with an offsetting credit to contributed surplus. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Upon exercise of the equity purchase option, the associated amount is reclassified from contributed surplus to shareholders’ capital. Consideration paid by employees upon exercise of the equity purchase options is credited to shareholders’ capital.

(k) Foreign Currency Translation

Transactions of the Corporation’s individual entities are recorded in the currency of the primary economic environment in which it operates (its functional currency). Transactions in currencies other than the entities’ functional currency are translated at rates

Precision Drilling Corporation 2024 Annual Report 55


 

in effect at the time of the transaction. At each period end, monetary assets and liabilities are translated at the prevailing period-end rates. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Gains and losses are included in net earnings except for gains and losses on translation of long-term debt designated as a hedge of foreign operations, which are deferred and included in other comprehensive income.

For the purpose of preparing the Corporation’s consolidated financial statements, the financial statements of each foreign operation that does not have a Canadian dollar functional currency are translated into Canadian dollars. Assets and liabilities are translated at exchange rates in effect at the period end date. Revenues and expenses are translated using average exchange rates for the month of the respective transaction. Gains or losses resulting from these translation adjustments are recognized initially in other comprehensive income and reclassified from equity to net earnings on disposal or partial disposal of the foreign operation.

Change in functional currency

On July 1, 2023, as a result of changing facts and circumstances in the current year, a subsidiary of the Corporation changed its functional currency from U.S. Dollars (USD) to Kuwaiti Dinar (KWD) to reflect the business activities within the primary economic environment in which the subsidiary operates. The changes in facts and circumstances that led to this determination included, but were not limited to, the expiration of multiple material USD denominated customer drilling contracts and the execution of multiple material KWD denominated customer drilling contracts. The change in functional currency was applied prospectively, in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, on July 1, 2023, with the assets and liabilities of the subsidiary being converted into KWD from USD at a fixed exchange rate of USD1 : KWD3.24.

(l) Per Share Amounts

Basic per share amounts are calculated using the weighted average number of shares outstanding during the period. Diluted per share amounts are calculated by using the treasury stock method for equity-based compensation arrangements. The treasury stock method assumes that any proceeds obtained on exercise of equity-based compensation arrangements would be used to purchase common shares at the average market price during the period. The weighted average number of shares outstanding is then adjusted by the difference between the number of shares issued from the exercise of equity-based compensation arrangements and shares repurchased from the related proceeds.

(m) Financial Instruments

i) Non-Derivative Financial Instruments:

Financial assets and liabilities are classified and measured at amortized cost, fair value through other comprehensive income or fair value through net earnings. The classification of financial assets and liabilities is generally based on the business model in which the asset or liability is managed and its contractual cash flow characteristics. Financial assets held within a business model whose objective is to collect contractual cash flows and whose contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding are measured at amortized cost. After their initial fair value measurement, accounts receivable, accounts payable and accrued liabilities and long-term debt are classified and measured at amortized cost using the effective interest rate method.

Upon initial recognition of a non-derivative financial asset, a loss allowance is recorded for Expected Credit Losses (ECL). Loss allowances for trade receivables are measured based on lifetime ECL that incorporates historical loss information and is adjusted for current economic and credit conditions.

ii) Derivative Financial Instruments:

The Corporation may enter into certain financial derivative contracts in order to manage the exposure to market risks from fluctuations in interest rates or exchange rates. These instruments are not used for trading or speculative purposes. Precision has not designated its financial derivative contracts as effective accounting hedges, and thus has not applied hedge accounting, even though it considers certain financial contracts to be economic hedges. As a result, financial derivative contracts are classified as fair value through net earnings and are recorded on the statements of financial position at estimated fair value. Transaction costs are recognized in net earnings when incurred.

Derivatives embedded in financial assets are never separated. Rather, the financial instrument as a whole is assessed for classification. Derivatives embedded in financial liabilities are separated from the host contract and accounted for separately when their economic characteristics and risks are not closely related to the host contract. Embedded derivatives in financial liabilities are recorded on the statements of financial position at estimated fair value and changes in the fair value are recognized in earnings.

(n) Hedge Accounting

The Corporation utilizes foreign currency long-term debt to hedge its exposure to changes in the carrying values of the Corporation’s net investment in certain foreign operations from fluctuations in foreign exchange rates. To be accounted for as a hedge, the foreign currency long-term debt must be designated and documented as a hedge and must be effective at inception and on an ongoing basis. The documentation defines the relationship between the foreign currency long-term debt and the net investment in the foreign operations, as well as the Corporation’s risk management objective and strategy for undertaking the hedging transaction. The Corporation formally assesses, both at inception and on an ongoing basis, whether the changes in fair value of the foreign currency long-term debt is highly effective in offsetting changes in fair value of the net investment in the foreign operations.

56 Consolidated Financial Statements


 

The portion of gains or losses on the hedging item determined to be an effective hedge is recognized in other comprehensive income, net of tax, and is limited to the translation gain or loss on the net investment, while ineffective portions are recorded through net earnings.

A reduction in the fair value of the net investment in the foreign operations or increase in the foreign currency long-term debt balance may result in a portion of the hedge becoming ineffective. If the hedging relationship ceases to be effective or is terminated, hedge accounting is not applied to subsequent gains or losses. The amounts recognized in other comprehensive income are reclassified to net earnings and the corresponding exchange gains or losses arising from the translation of the foreign operation are recorded through net earnings upon dissolution or substantial dissolution of the foreign operation.

(o) Leases

At inception, Precision assesses whether its contracts contain a lease. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The assessment of whether a contract conveys the right to control the use of an identified asset considers whether:

the contract involves the use of an identified asset and the substantive substitution rights of the supplier. If the supplier has a substantive substitution right, then the asset is not identified;
the lessee’s right to obtain substantially all of the economic benefits from the use of the asset; and
the lessee’s right to direct the use of the asset, including decision-making to change how and for what purpose the asset is used.

At inception or on reassessment of a contract that contains a lease component, Precision allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

Leases in which Precision is a lessee

Precision recognizes a right-of-use asset and corresponding lease obligation at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease obligation adjusted for lease payments made on or before the commencement date, incurred initial direct costs, estimated site retirement costs and any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are consistent with those of property, plant and equipment. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation.

The lease obligation is initially measured at the present value of the minimum lease payments not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, Precision’s incremental borrowing rate. Generally, Precision uses its incremental borrowing rate as the discount rate for those leases in which it is the lessee.

Lease payments included in the measurement of the lease obligation comprise the following:

fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that Precision is reasonably certain to exercise, lease payments in an optional renewal period if Precision is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless Precision is reasonably certain not to terminate early.

The lease obligation is measured at amortized cost using the effective interest method. The measurement of lease obligations requires the use of certain estimates and assumptions including discount rates, exercise of lease term extension options, and escalating lease rates. It is remeasured when there is a change in:

future lease payments arising from a change in an index or rate;
the estimated amount expected to be payable under a residual value guarantee; or
the assessment of whether Precision will exercise a purchase, extension or termination option.

When the lease obligation is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in net earnings if the carrying amount of the right-of-use asset has been reduced to zero.

Leases in which Precision is a lessor

When Precision acts as a lessor, at inception, Precision evaluates the classification as either a finance or operating lease.

To classify each lease, Precision makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease, if not, then it is an operating lease.

Precision Drilling Corporation 2024 Annual Report 57


 

When acting as a sub-lessor, Precision accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease then Precision classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, Precision applies IFRS 15 to allocate the consideration in the contract. Precision recognizes lease payments received under operating leases for drilling rigs as income on a systematic basis, drilling days, over the lease term as part of revenue.

 

(p) Critical Accounting Assumptions and Estimates

i) Impairment of Long-Lived Assets

At each reporting date, the Corporation reviews the carrying amount of assets in each CGU to determine whether an indicator of impairment exists. The Corporation’s analysis is based on relevant internal and external factors that indicate a CGU may be impaired such as the obsolescence or planned disposal of significant assets, financial performance of the CGU compared to forecasts, and past impairment tests, with a focus upon earnings before income tax, gain on repurchase of unsecured senior notes, gain on acquisition, loss on investments and other assets, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals, and depreciation and amortization (Adjusted EBITDA), and consideration of the Corporation’s market capitalization.

When indications of impairment exist within a CGU, a recoverable amount is determined which requires assumptions to estimate future discounted cash flows. These estimates and assumptions include future drilling activity and margins and the resulting estimated Adjusted EBITDA associated with the CGU and the discount rate used to present value the estimated cash flows. In selecting a discount rate, the Corporation uses observable market data inputs to develop a rate that the Corporation believes approximates the discount rate of market participants.

Although the Corporation believes the assumptions and estimates are reasonable and consistent with current conditions, internal planning, and expected future operations, such assumptions and estimations are subject to significant uncertainty and judgement.

ii) Income Taxes

Significant estimation and assumptions are required in determining the provision for income taxes. The recognition of deferred tax assets in respect of deductible temporary differences and unused tax losses and credits is based on the Corporation’s estimation of future taxable profit against which these differences, losses and credits may be used. The assessment is based upon existing tax laws and estimates of the Corporation’s future taxable income. These estimates may be materially different from the actual final tax return in future periods.

iii) Business Combinations

The determination of fair value is estimated based on information available at the date of acquisition and requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of property, plant and equipment generally requires significant judgement.

The measurement of the estimated fair value of acquired property, plant, and equipment is based on a combination of approaches, including the market approach, which applies significant assumptions related to the price at which comparable assets would be sold.

(q) Accounting Standards Adopted January 1, 2024

The Corporation has adopted Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to IAS 1, as issued in 2020 and 2022. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024. They clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting period.

Due to the change in policy, there is a retrospective impact on the comparative statement of financial position, as the Corporation has a Deferred Share Unit (DSU) plan for non-management directors which are redeemable in cash or for an equal number of common shares upon the director's retirement. In the case of a director retiring, the director's respective DSU liability would become payable and the Corporation would not have the right to defer settlement of the liability for at least 12 months. As such, the liability is impacted by the revised policy. The following presentation changes were made to the Statement of Financial Position:

As at January 1, 2023, accounts payable and accrued liabilities increased by $12 million and non-current share based compensation liability decreased by $12 million.
As at December 31, 2023, accounts payable and accrued liabilities increased by $8 million and non-current share based compensation liability decreased by $8 million.

The related liability is classified as current in the consolidated Statement of Financial Position as at December 31, 2024 because the DSUs can be redeemed by the holders within 12 months after the reporting period. The Corporation's other liabilities were not impacted by the amendments.

58 Consolidated Financial Statements


 

(r) Accounting Standards and Amendments not yet Effective

The IASB has issued several new standards and amendments to existing standards that will become effective for periods subsequent to December 31, 2024. Accordingly, these new standards and amendments were not applied when preparing these consolidated financial statements. For each standard, Precision is in the process of assessing the impact these new standards and amendments will have on its consolidated financial statements.

 

Standards and Amendments

 

Effective for periods beginning on or after

 

Impact to Precision Drilling Corporation

Lack of Exchangeability (Amendments to IAS 21)

 

January 1, 2025

 

Review in-progress

Classification and Measurement of Financial Instruments
   (Amendments to IFRS 9 and IFRS 7)

 

January 1, 2026

 

Review in-progress

Annual Improvements to IFRS Accounting Standards
   (Volume 11)

 

January 1, 2026

 

Review in-progress

IFRS 18 Presentation and Disclosure in Financial Statements

 

January 1, 2027

 

Review in-progress

IFRS 19 Subsidiaries without Public Accountability: Disclosures

 

January 1, 2027

 

Review in-progress

i) IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements.

Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities' net profit will not change.
Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

Precision expects IFRS 18 to significantly impact the financial statements and is still in the process of assessing the impact of the standard, particularly with respect to the structure of the Corporation's statement of net earnings, the statement of cash flows and the additional disclosures required for MPMs. The Corporation is also assessing the impact on how information is grouped in the financial statements, including for items currently labeled as 'other'.

NOTE 4. BUSINESS COMBINATION

(a) CWC Energy Services Corp.

On November 8, 2023, Precision acquired all of the issued and outstanding shares of CWC Energy Services Corp. (CWC) for consideration of $89 million, which included the issuance of 947,807 Precision common shares and cash of $14 million.

With this acquisition, Precision substantially increased the size and scale of its Canadian well servicing operations and expanded its geographic footprint into complementary regions. Precision added 62 marketable service rigs to its fleet along with experienced crews and field personnel and operating facilities. Precision also added 18 high-quality drilling rigs to its fleet, including seven drilling rigs in Canada and 11 drilling rigs in the U.S. The addition of the U.S. drilling rigs expanded the Corporation's operations into Wyoming, further diversifying its serviceable U.S. basins.

Precision incurred $3 million of various transaction costs related to the business combination, which were recognized as an expense in the statements of net earnings. These costs were primarily related to advisory, legal, consulting and other transaction costs.

Precision Drilling Corporation 2024 Annual Report 59


 

The following table summarizes the allocation of the purchase price:

 

(Stated in thousands of Canadian dollars)

 

 

 

 

 

 

 

 

 

Consideration:

 

 

 

 

 

 

 

 

 

    Number of shares issued

 

 

 

 

 

 

 

 

947,807

 

    Share price at issuance

 

 

 

 

 

 

 

$

79.75

 

    Common shares

 

 

 

 

 

 

 

$

75,588

 

    Cash

 

 

 

 

 

 

 

 

13,726

 

Total consideration

 

 

 

 

 

 

 

$

89,314

 

 

 

 

 

 

 

 

 

 

 

Allocation of purchase price

 

 

 

 

 

 

 

 

 

   Cash

 

 

 

 

 

 

 

$

13,080

 

   Accounts receivable

 

 

 

 

 

 

 

 

41,641

 

   Property, plant and equipment

 

 

 

 

 

 

 

 

140,965

 

   Intangibles

 

 

 

 

 

 

 

 

3,000

 

   Right-of-use assets

 

 

 

 

 

 

 

 

1,466

 

   Accounts payable and accrued liabilities

 

 

 

 

 

 

 

 

(22,260

)

   Long-term debt

 

 

 

 

 

 

 

 

(60,387

)

   Lease obligations

 

 

 

 

 

 

 

 

(1,466

)

   Deferred tax liabilities

 

 

 

 

 

 

 

 

(964

)

   Gain on acquisition

 

 

 

 

 

 

 

 

(25,761

)

Total

 

 

 

 

 

 

 

$

89,314

 

The Corporation recognized a gain on acquisition of $26 million in the statements of net earnings that was primarily attributable to movements in the fair value of common share consideration between the date of transaction announcement and date of closing.

The acquired CWC business contributed revenue of $20 million and net earnings of $3 million for the period of November 8, 2023 to December 31, 2023. Had the acquisition occurred on January 1, 2023, it is estimated that the consolidated pro-forma revenue and net earnings for the year ended December 31, 2023 would have been $182 million and $18 million, respectively.

Since the date of acquisition, depreciation of the acquired property, plant and equipment was recognized in the statements of net earnings in accordance with Precision’s existing depreciation policies for similar equipment types.

The Corporation accounted for the acquisition as a business combination and used the acquisition method to record the net assets and liabilities assumed at fair value. Precision engaged an independent third-party valuator to estimate the acquisition-date fair value over a portion of the Rig Equipment included in property, plant and equipment. The Corporation used the appraisals available for comparable assets in estimating the remaining acquisition-date fair value of Rig Equipment included in property, plant and equipment.

NOTE 5. REVENUE

The following table includes a reconciliation of disaggregated revenue by reportable segment (Note 6). Revenue has been disaggregated by primary geographical market and type of service provided.

 

Year ended December 31, 2024

 

Contract
Drilling
Services

 

 

Completion
and
Production
Services

 

 

Corporate
and Other

 

 

Inter-
Segment
Eliminations

 

 

Total

 

United States

 

$

577,266

 

 

$

13,418

 

 

$

 

 

$

(43

)

 

$

590,641

 

Canada

 

 

834,945

 

 

 

281,399

 

 

 

 

 

 

(10,181

)

 

 

1,106,163

 

International

 

 

205,524

 

 

 

 

 

 

 

 

 

 

 

 

205,524

 

 

 

$

1,617,735

 

 

$

294,817

 

 

$

 

 

$

(10,224

)

 

$

1,902,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Day rate/hourly services

 

$

1,606,187

 

 

$

294,817

 

 

$

 

 

$

(959

)

 

$

1,900,045

 

Shortfall payments/idle but contracted

 

 

837

 

 

 

 

 

 

 

 

 

 

 

 

837

 

Other

 

 

10,711

 

 

 

 

 

 

 

 

 

(9,265

)

 

 

1,446

 

 

 

$

1,617,735

 

 

$

294,817

 

 

$

 

 

$

(10,224

)

 

$

1,902,328

 

 

60 Consolidated Financial Statements


 

Year ended December 31, 2023

 

Contract
Drilling
Services

 

 

Completion
and
Production
Services

 

 

Corporate
and Other

 

 

Inter-
Segment
Eliminations

 

 

Total

 

United States

 

$

848,262

 

 

$

13,683

 

 

$

 

 

$

(30

)

 

$

861,915

 

Canada

 

 

709,703

 

 

 

227,033

 

 

 

 

 

 

(7,097

)

 

 

929,639

 

International

 

 

146,300

 

 

 

 

 

 

 

 

 

 

 

 

146,300

 

 

 

$

1,704,265

 

 

$

240,716

 

 

$

 

 

$

(7,127

)

 

$

1,937,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Day rate/hourly services

 

$

1,661,762

 

 

$

240,716

 

 

$

 

 

$

(537

)

 

$

1,901,941

 

Shortfall payments/idle but contracted

 

 

24,602

 

 

 

 

 

 

 

 

 

 

 

 

24,602

 

Turnkey drilling services

 

 

8,988

 

 

 

 

 

 

 

 

 

 

 

 

8,988

 

Other

 

 

8,913

 

 

 

 

 

 

 

 

 

(6,590

)

 

 

2,323

 

 

 

$

1,704,265

 

 

$

240,716

 

 

$

 

 

$

(7,127

)

 

$

1,937,854

 

 

NOTE 6. SEGMENTED INFORMATION

The Corporation operates primarily in Canada, the United States and certain international locations, in two industry segments; Contract Drilling Services and Completion and Production Services. Contract Drilling Services includes drilling rigs, procurement and distribution of oilfield supplies, and the manufacture, sale and repair of drilling equipment. Completion and Production Services includes service rigs, oilfield equipment rental, and camp and catering services. The following disclosure has been expanded in the current and prior periods to comply with the updated IFRS 8 requirements and IFRIC agenda decisions on segment reporting.

 

Year ended December 31, 2024

 

Contract
Drilling
Services

 

 

Completion
and Production
Services

 

 

Corporate
and Other

 

 

Inter-
Segment
    Eliminations

 

 

Total

 

Revenue

 

$

1,617,735

 

 

$

294,817

 

 

$

 

 

$

(10,224

)

 

$

1,902,328

 

Earnings before income taxes, loss on
   investments and other assets, finance
   charges, foreign exchange, gain on
   asset disposals and depreciation
   and amortization

 

 

532,345

 

 

 

66,681

 

 

 

(77,805

)

 

 

 

 

 

521,221

 

Depreciation and amortization

 

 

279,247

 

 

 

20,831

 

 

 

9,236

 

 

 

 

 

 

309,314

 

Gain on asset disposals

 

 

(8,745

)

 

 

(4,524

)

 

 

(2,879

)

 

 

 

 

 

(16,148

)

Foreign exchange

 

 

1,164

 

 

 

(46

)

 

 

1,141

 

 

 

 

 

 

2,259

 

Finance charges

 

 

1,707

 

 

 

422

 

 

 

67,624

 

 

 

 

 

 

69,753

 

Loss on investments and other assets

 

 

 

 

 

 

 

 

1,484

 

 

 

 

 

 

1,484

 

Income taxes

 

 

38,869

 

 

 

9,155

 

 

 

(4,795

)

 

 

 

 

 

43,229

 

Net earnings for reportable segments

 

 

220,103

 

 

 

40,843

 

 

 

(149,616

)

 

 

 

 

 

111,330

 

Total assets

 

 

2,562,436

 

 

 

241,277

 

 

 

152,602

 

 

 

 

 

 

2,956,315

 

Capital expenditures

 

 

197,010

 

 

 

17,495

 

 

 

2,193

 

 

 

 

 

 

216,698

 

 

Precision Drilling Corporation 2024 Annual Report 61


 

Year ended December 31, 2023

 

Contract
Drilling
Services

 

 

Completion
and Production
Services

 

 

Corporate
and Other

 

 

Inter-
Segment
    Eliminations

 

 

Total

 

Revenue

 

$

1,704,265

 

 

$

240,716

 

 

$

 

 

$

(7,127

)

 

$

1,937,854

 

Earnings before income taxes, gain on
   repurchase of unsecured senior notes,
   gain on acquisition, loss on investments
   and other assets, finance charges, foreign
   exchange, loss on asset decommissioning,
   gain on asset disposals and depreciation
   and amortization

 

 

630,761

 

 

 

51,224

 

 

 

(70,867

)

 

 

 

 

 

611,118

 

Depreciation and amortization

 

 

269,133

 

 

 

14,654

 

 

 

13,770

 

 

 

 

 

 

297,557

 

Gain on asset disposals

 

 

(23,378

)

 

 

(973

)

 

 

(118

)

 

 

 

 

 

(24,469

)

Loss on asset decommissioning

 

 

9,592

 

 

 

 

 

 

 

 

 

 

 

 

9,592

 

Foreign exchange

 

 

229

 

 

 

(9

)

 

 

(1,887

)

 

 

 

 

 

(1,667

)

Finance charges

 

 

1,489

 

 

 

467

 

 

 

81,458

 

 

 

 

 

 

83,414

 

Loss on investments and other assets

 

 

 

 

 

 

 

 

6,810

 

 

 

 

 

 

6,810

 

Gain on acquisition

 

 

 

 

 

 

 

 

(25,761

)

 

 

 

 

 

(25,761

)

Gain on repurchase of unsecured senior notes

 

 

 

 

 

 

 

 

(137

)

 

 

 

 

 

(137

)

Income taxes

 

 

(122,065

)

 

 

(25,362

)

 

 

123,962

 

 

 

 

 

 

(23,465

)

Net earnings for reportable segments

 

 

495,761

 

 

 

62,447

 

 

 

(268,964

)

 

 

 

 

 

289,244

 

Total assets

 

 

2,565,495

 

 

 

271,724

 

 

 

181,816

 

 

 

 

 

 

3,019,035

 

Capital expenditures

 

 

213,660

 

 

 

9,984

 

 

 

3,105

 

 

 

 

 

 

226,749

 

The Corporation’s operations are carried on in the following geographic locations:

Year ended December 31, 2024

 

United States

 

 

Canada

 

 

International

 

 

Total

 

Revenue

 

$

590,641

 

 

$

1,106,163

 

 

$

205,524

 

 

$

1,902,328

 

Total assets

 

 

1,292,983

 

 

 

1,206,868

 

 

 

456,464

 

 

 

2,956,315

 

 

Year ended December 31, 2023

 

United States

 

 

Canada

 

 

International

 

 

Total

 

Revenue

 

$

861,915

 

 

$

929,639

 

 

$

146,300

 

 

$

1,937,854

 

Total assets

 

 

1,226,256

 

 

 

1,246,069

 

 

 

546,710

 

 

 

3,019,035

 

 

NOTE 7. PROPERTY, PLANT AND EQUIPMENT

 

 

 

2024

 

 

2023

 

Cost

 

$

7,344,532

 

 

$

6,918,765

 

Accumulated depreciation

 

 

(4,988,359

)

 

 

(4,580,677

)

 

 

$

2,356,173

 

 

$

2,338,088

 

Rig equipment

 

 

2,118,055

 

 

 

2,094,510

 

Rental equipment

 

 

16,066

 

 

 

16,066

 

Other equipment

 

 

5,999

 

 

 

9,236

 

Vehicles

 

 

1,787

 

 

 

2,333

 

Buildings

 

 

43,870

 

 

 

45,827

 

Assets under construction

 

 

133,543

 

 

 

126,872

 

Land

 

 

36,853

 

 

 

43,244

 

 

 

$

2,356,173

 

 

$

2,338,088

 

 

62 Consolidated Financial Statements


 

Cost

 

 

 

Rig
Equipment

 

Rental
Equipment

 

Other
Equipment

 

Vehicles

 

Buildings

 

Assets
Under
Construction

 

Land

 

Total

 

Balance, December 31, 2022

 

$

6,334,462

 

$

96,454

 

$

175,409

 

$

36,002

 

$

114,323

 

$

117,535

 

$

32,586

 

$

6,906,771

 

Additions

 

 

24,158

 

 

102

 

 

151

 

 

 

 

612

 

 

199,937

 

 

 

 

224,960

 

Acquisitions

 

 

118,965

 

 

 

 

1,500

 

 

500

 

 

8,960

 

 

 

 

11,040

 

 

140,965

 

Disposals

 

 

(127,979

)

 

 

 

(9,681

)

 

(3,058

)

 

(214

)

 

(39

)

 

(10

)

 

(140,981

)

Reclassifications

 

 

172,300

 

 

 

 

6,038

 

 

 

 

2,038

 

 

(180,376

)

 

 

 

 

Asset decommissioning

 

 

(78,367

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(78,367

)

Foreign exchange

 

 

(119,329

)

 

(75

)

 

(2,988

)

 

(748

)

 

(886

)

 

(10,185

)

 

(372

)

 

(134,583

)

Balance, December 31, 2023

 

 

6,324,210

 

 

96,481

 

 

170,429

 

 

32,696

 

 

124,833

 

 

126,872

 

 

43,244

 

 

6,918,765

 

Additions

 

 

59,650

 

 

 

 

14,516

 

 

95

 

 

985

 

 

141,401

 

 

 

 

216,647

 

Transferred to assets
   held for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,501

)

 

(5,501

)

Disposals

 

 

(153,166

)

 

 

 

(17,327

)

 

(3,646

)

 

(3,089

)

 

 

 

(2,100

)

 

(179,328

)

Reclassifications

 

 

137,658

 

 

 

 

 

 

 

 

 

 

(137,658

)

 

 

 

 

Foreign exchange

 

 

380,811

 

 

279

 

 

3,091

 

 

1,718

 

 

3,912

 

 

2,928

 

 

1,210

 

 

393,949

 

Balance, December 31, 2024

 

$

6,749,163

 

$

96,760

 

$

170,709

 

$

30,863

 

$

126,641

 

$

133,543

 

$

36,853

 

$

7,344,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

 

Rig
Equipment

 

Rental
Equipment

 

Other
Equipment

 

Vehicles

 

Buildings

 

Assets
Under
Construction

 

Land

 

Total

 

Balance, December 31, 2022

 

$

4,251,016

 

$

80,477

 

$

163,944

 

$

32,622

 

$

75,374

 

$

 

$

 

$

4,603,433

 

Depreciation expense

 

 

268,532

 

 

12

 

 

9,070

 

 

924

 

 

4,237

 

 

 

 

 

 

282,775

 

Disposals

 

 

(122,823

)

 

 

 

(9,681

)

 

(2,788

)

 

(133

)

 

 

 

 

 

(135,425

)

Asset decommissioning

 

 

(68,775

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(68,775

)

Foreign exchange

 

 

(98,250

)

 

(74

)

 

(2,140

)

 

(395

)

 

(472

)

 

 

 

 

 

(101,331

)

Balance, December 31, 2023

 

 

4,229,700

 

 

80,415

 

 

161,193

 

 

30,363

 

 

79,006

 

 

 

 

 

 

4,580,677

 

Depreciation expense

 

 

276,815

 

 

 

 

14,267

 

 

720

 

 

4,317

 

 

 

 

 

 

296,119

 

Disposals

 

 

(141,694

)

 

 

 

(17,091

)

 

(3,504

)

 

(2,667

)

 

 

 

 

 

(164,956

)

Foreign exchange

 

 

266,287

 

 

279

 

 

6,341

 

 

1,497

 

 

2,115

 

 

 

 

 

 

276,519

 

Balance, December 31, 2024

 

$

4,631,108

 

$

80,694

 

$

164,710

 

$

29,076

 

$

82,771

 

$

 

$

 

$

4,988,359

 

(a) Impairment

Precision reviews the carrying value of its long-lived assets for indications of impairment at the end of each reporting period. At December 31, 2024, Precision reviewed each of its cash-generating units and did not identify indications of impairment and, therefore, did not test its CGUs for impairment.

(b) Asset Additions

In 2024, Precision purchased $217 million (2023 – $225 million) of property, plant and equipment.

(c) Asset Disposals

Through the completion of normal course business operations, the Corporation sold used assets incurring gains or losses on disposal resulting in a gain on asset disposal of $16 million (2023 – $24 million).

(d) Asset Decommissioning

In 2024, the Corporation incurred nil (2023 – $10 million) losses on asset decommissioning relating to certain drilling and ancillary equipment, contained within the Contract Drilling Services segment, that no longer met the Corporation's High Performance technology standards.

Precision Drilling Corporation 2024 Annual Report 63


 

NOTE 8. INTANGIBLES

 

 

 

2024

 

 

2023

 

Cost

 

$

42,922

 

 

$

59,952

 

Accumulated amortization

 

 

(29,925

)

 

 

(42,642

)

 

 

$

12,997

 

 

$

17,310

 

 

 

 

 

 

 

 

Loan commitment fees related to Senior Credit Facility

 

$

 

 

$

843

 

Software

 

 

12,997

 

 

 

16,467

 

 

 

$

12,997

 

 

$

17,310

 

Cost

 

 

Loan
Commitment
Fees

 

 

Software

 

 

Brand Names

 

 

Total

 

Balance, December 31, 2022

 

$

17,081

 

 

$

38,030

 

 

$

 

 

$

55,111

 

Additions

 

 

 

 

 

1,789

 

 

 

 

 

 

1,789

 

Acquisition

 

 

 

 

 

 

 

 

3,000

 

 

 

3,000

 

Foreign exchange

 

 

 

 

 

52

 

 

 

 

 

 

52

 

 Balance, December 31, 2023

 

 

17,081

 

 

 

39,871

 

 

 

3,000

 

 

 

59,952

 

Additions

 

 

1,363

 

 

 

51

 

 

 

 

 

 

1,414

 

Reclassification of loan commitment fees

 

 

(18,444

)

 

 

 

 

 

 

 

 

(18,444

)

Balance, December 31, 2024

 

$

 

 

$

39,922

 

 

$

3,000

 

 

$

42,922

 

Accumulated Amortization

 

 

Loan
Commitment
Fees

 

 

Software

 

 

Brand Names

 

 

Total

 

Balance, December 31, 2022

 

$

15,673

 

 

$

19,863

 

 

$

 

 

$

35,536

 

Amortization expense

 

 

565

 

 

 

3,465

 

 

 

3,000

 

 

 

7,030

 

Foreign exchange

 

 

 

 

 

76

 

 

 

 

 

 

76

 

 Balance, December 31, 2023

 

 

16,238

 

 

 

23,404

 

 

 

3,000

 

 

 

42,642

 

Amortization expense

 

 

612

 

 

 

3,521

 

 

 

 

 

 

4,133

 

Reclassification of loan commitment fees

 

 

(16,850

)

 

 

 

 

 

 

 

 

(16,850

)

Balance, December 31, 2024

 

$

 

 

$

26,925

 

 

$

3,000

 

 

$

29,925

 

 

NOTE 9. LONG-TERM DEBT

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

U.S. Denominated Facilities

 

 

Canadian Facilities and Translated
U.S. Facilities

 

Current Portion of Long-Term Debt

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Real Estate Credit Facility

US

$

 

US

$

 

 

$

 

 

$

1,915

 

U.S. Real Estate Credit Facility

 

 

 

 

 

704

 

 

 

 

 

 

933

 

 

US

$

 

US

$

704

 

 

$

 

 

$

2,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

 

 

 

 

 

 

 

 

 

 

 

Senior Credit Facility

US

$

12,000

 

US

$

 

 

$

17,252

 

 

$

 

Canadian Real Estate Credit Facility

 

 

 

 

 

 

 

 

 

 

 

24,018

 

U.S. Real Estate Credit Facility

 

 

 

 

 

7,685

 

 

 

 

 

 

10,181

 

Unsecured Senior Notes:

 

 

 

 

 

 

 

 

 

 

 

 

7.125% senior notes due 2026

 

 

160,000

 

 

 

273,330

 

 

 

230,026

 

 

 

362,096

 

6.875% senior notes due 2029

 

 

400,000

 

 

 

400,000

 

 

 

575,064

 

 

 

529,904

 

 

US

$

572,000

 

US

$

681,015

 

 

 

822,342

 

 

 

926,199

 

Less net unamortized debt issue costs

 

 

 

 

 

 

 

 

(9,873

)

 

 

(11,369

)

 

 

 

 

 

 

 

 

$

812,469

 

 

$

914,830

 

 

64 Consolidated Financial Statements


 

 

 

 

Senior Credit
Facility

 

 

Unsecured
Senior Notes

 

 

Canadian Real Estate Credit Facility

 

 

U.S. Real Estate Credit Facility

 

 

CWC Syndicated Loan

 

 

Debt Issue Costs and Original Issue Discount

 

 

Total

 

Balance December 31, 2022

 

$

59,620

 

 

$

1,013,229

 

 

$

17,667

 

 

$

12,322

 

 

$

 

 

$

(14,581

)

 

$

1,088,257

 

Changes from financing cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Proceeds from Senior Credit Facility

 

 

162,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162,649

 

   Acquired long-term debt

 

 

 

 

 

 

 

 

9,697

 

 

 

 

 

 

50,690

 

 

 

 

 

 

60,387

 

   Repayment of long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50,690

)

 

 

 

 

 

(50,690

)

   Repayment of unsecured senior notes

 

 

 

 

 

(99,950

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(99,950

)

   Repayment of Senior Credit Facility

 

 

(222,216

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(222,216

)

   Repayment of Real Estate Credit
       Facility

 

 

 

 

 

 

 

 

(1,431

)

 

 

(950

)

 

 

 

 

 

 

 

 

(2,381

)

Non-cash changes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Gain on repurchase of unsecured
       senior notes

 

 

 

 

 

(137

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(137

)

   Amortization of debt issue costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,210

 

 

 

3,210

 

   Foreign exchange

 

 

(53

)

 

 

(21,142

)

 

 

 

 

 

(258

)

 

 

 

 

 

2

 

 

 

(21,451

)

Balance December 31, 2023

 

$

 

 

$

892,000

 

 

$

25,933

 

 

$

11,114

 

 

$

 

 

$

(11,369

)

 

$

917,678

 

Current

 

 

 

 

 

 

 

 

1,915

 

 

 

933

 

 

 

 

 

 

 

 

 

2,848

 

Long-term

 

 

 

 

 

892,000

 

 

 

24,018

 

 

 

10,181

 

 

 

 

 

 

(11,369

)

 

 

914,830

 

Balance December 31, 2023

 

$

 

 

$

892,000

 

 

$

25,933

 

 

$

11,114

 

 

$

 

 

$

(11,369

)

 

$

917,678

 

Changes from financing cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Proceeds from Senior Credit Facility

 

 

27,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,978

 

   Repayment of unsecured senior notes

 

 

 

 

 

(155,682

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(155,682

)

   Repayment of Senior Credit Facility

 

 

(10,981

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,981

)

   Repayment of Real Estate Credit
       Facility

 

 

 

 

 

 

 

 

(25,933

)

 

 

(11,723

)

 

 

 

 

 

 

 

 

(37,656

)

Non-cash changes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Amortization of debt issue costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,090

 

 

 

3,090

 

   Reclassification of loan commitment
      fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,594

)

 

 

(1,594

)

   Foreign exchange

 

 

255

 

 

 

68,772

 

 

 

 

 

 

609

 

 

 

 

 

 

 

 

 

69,636

 

Balance December 31, 2024

 

$

17,252

 

 

$

805,090

 

 

$

 

 

$

 

 

$

 

 

$

(9,873

)

 

$

812,469

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term

 

 

17,252

 

 

 

805,090

 

 

 

 

 

 

 

 

 

 

 

 

(9,873

)

 

 

812,469

 

Balance December 31, 2024

 

$

17,252

 

 

$

805,090

 

 

$

 

 

$

 

 

$

 

 

$

(9,873

)

 

$

812,469

 

Precision’s current and long-term debt obligations at December 31, 2024 will mature as follows:

 

 

 

 

 

2025

 

$

 

2026

 

 

230,026

 

2027

 

 

17,252

 

2028

 

 

 

Thereafter

 

 

575,064

 

 

 

$

822,342

 

(a) Senior Credit Facilities:

The senior secured revolving credit facility (Senior Credit Facility) provides Precision with senior secured financing for general corporate purposes, including for acquisitions, of up to US$375 million with a provision for an increase in the facility of up to an additional US$375 million. The Senior Credit Facility is secured by charges on substantially all of the present and future assets of Precision, its material U.S. and Canadian subsidiaries and, if necessary, to adhere to covenants under the Senior Credit Facility, certain subsidiaries organized in jurisdictions outside of Canada and the U.S. The Senior Credit Facility has a term of three years, with an annual option on Precision’s part to request that the lenders extend, at their discretion, the facility to a new maturity date not to exceed five years from the date of the extension request.

The Senior Credit Facility requires Precision comply with certain restrictive and financial covenants including a leverage ratio of consolidated senior debt to consolidated Covenant EBITDA (as defined in the debt agreement) of less than 2.5:1. For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. It also requires the Corporation to maintain a ratio of consolidated Covenant EBITDA to consolidated interest expense for the most recent four consecutive quarters, of greater than 2.5:1, subject to the amendments noted below.

Precision Drilling Corporation 2024 Annual Report 65


 

Distributions under the Senior Credit Facility are subject to a pro-forma senior net leverage covenant of less than or equal to 1.75:1. The Senior Credit Facility also limits the redemption and repurchase of junior debt subject to a pro-forma senior net leverage covenant test of less than or equal to 1.75:1.

During 2023, Precision agreed with the lenders to remove certain non-extending lenders from the facility, thereby reducing the total commitment from US$500 million to US$447 million.

In 2024, Precision extended the maturity date of the Senior Credit Facility, revised the available borrowing capacity, and amended certain terms of the facility. The maturity date was extended to June 28, 2027, and the size was revised to US$375 million.

Under the Senior Credit Facility, amounts can be drawn in U.S. dollars and/or Canadian dollars. At December 31, 2024, US$12 million was drawn under this facility (2023 – US$nil). Up to US$200 million of the Senior Credit Facility is available for letters of credit denominated in U.S and/or Canadian dollars and other currencies acceptable to the fronting lender. As at December 31, 2024 outstanding letters of credit amounted to US$51 million (2023 – US$56 million).

The interest rate on loans that are denominated in U.S. dollars is, at the option of Precision, either a margin over a U.S. base rate or a margin over the Secured Overnight Financing Rate (SOFR). The interest rate on loans denominated in Canadian dollars is, at the option of Precision, either a margin over the Canadian prime rate or a margin over the Canadian Overnight Repo Rate Average (CORRA); such margins will be based on the then applicable ratio of consolidated total debt to EBITDA.

(b) Real Estate Credit Facilities

In November 2020, Precision established a Real Estate Term Credit Facility. The facility was to mature in November 2025 and was secured by real property located in Houston, Texas. Principal plus interest payments were due monthly, based on 15-year straight-line amortization with any unpaid principal and accrued interest due at maturity. The US Real Estate Credit Facility was repaid in-full and terminated during 2024.

In March 2021, Precision established a Canadian Real Estate Credit Facility. The facility was to mature in March 2026 and was secured by real properties in Alberta, Canada. Principal plus interest payments were due quarterly, based on 15-year straight-line amortization with any unpaid principal and accrued interest due at maturity. The Canadian Real Estate Credit Facility was repaid in-full and terminated during 2024.

In November 2023, Precision assumed a $10 million Canadian Real Estate Facility from the acquisition of CWC Energy Services. The Canadian Real Estate Facility from the acquisition of CWC Energy Services was repaid in-full and terminated during 2024.

(c) Unsecured Senior Notes:

Precision has the following unsecured senior notes outstanding:

7.125% US$ senior notes due 2026

These unsecured senior notes bear interest at a fixed rate of 7.125% per annum and mature on January 15, 2026. Interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018.

Any time on or after November 15, 2023, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase.

6.875% US$ senior notes due 2029

These unsecured senior notes bear interest at a fixed rate of 6.875% per annum and mature on January 15, 2029. Interest is payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2022. These unsecured senior notes were issued at a price equal to 99.253% of the face value, resulting in a US$3 million original issue discount. The original issue discount will be amortized over the life of the notes using the effective interest rate method.

Precision may redeem these notes in whole or in part at any time on or after January 15, 2025 and before January 15, 2027, at redemption prices ranging between 103.438% and 101.719% of their principal amount plus accrued interest. Any time on or after January 15, 2027, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase.

The unsecured senior notes require Precision to comply with certain restrictive and financial covenants including an incurrence based test of Consolidated Interest Coverage Ratio, as defined in the senior note agreements, of greater than or equal to 2.0:1 for the most recent four consecutive fiscal quarters. In the event the Consolidated Interest Coverage Ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters the senior notes restrict Precision’s ability to incur additional indebtedness.

66 Consolidated Financial Statements


 

The unsecured senior notes also contain a restricted payments covenant that limits Precision’s ability to make payments in the nature of dividends, distributions and for repurchases from shareholders. These restricted payments baskets grow by, among other things, 50% of cumulative consolidated net earnings, and decrease by 100% of cumulative consolidated net losses as defined in the note agreements, and cumulative payments made to shareholders. At December 31, 2024, the governing net restricted payments basket was negative $4 million (2023 – negative $91 million), therefore limiting us from making any further dividend payments or share repurchases until the governing restricted payments basket once again becomes positive. During 2024, pursuant to the indentures governing the unsecured senior notes, Precision used the available general restricted payments basket to facilitate the repurchase and cancellation of its common shares.

Precision’s unsecured senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility (Guarantor Subsidiaries). These Guarantor Subsidiaries are directly or indirectly 100% owned by the parent company. Separate financial statements for each of the Guarantor Subsidiaries have not been provided; instead, the Corporation has included in Note 26 summarized financial information and expanded qualitative non-financial disclosures based on Rule 3-10 of the U.S. Securities and Exchange Commission’s Regulation S-X.

(d) Covenants:

At December 31, 2024, Precision was in compliance with the covenants of the Senior Credit Facility and unsecured senior notes.

 

 

 

Covenant

 

At December 31, 2024

 

Senior Credit Facility

 

 

 

 

 

Consolidated senior debt to consolidated covenant EBITDA(1)

 

≤ 2.50

 

 

0.04

 

Consolidated covenant EBITDA to consolidated interest expense

 

≥ 2.50

 

 

7.64

 

 

 

 

 

 

 

Unsecured Senior Notes

 

 

 

 

 

Consolidated interest coverage ratio

 

≥ 2.00

 

 

7.94

 

(1) For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness.

NOTE 10. FINANCE CHARGES

 

 

 

2024

 

 

2023

 

Interest:

 

 

 

 

 

 

Long-term debt

 

$

63,734

 

 

$

76,591

 

Lease obligations

 

 

4,245

 

 

 

3,784

 

Other

 

 

285

 

 

 

685

 

Income

 

 

(2,220

)

 

 

(1,392

)

Amortization of debt issue costs

 

 

3,709

 

 

 

3,746

 

Finance charges

 

$

69,753

 

 

$

83,414

 

 

NOTE 11. LEASES

(a) As a lessee

Precision recognizes right-of-use assets primarily from its leases of real estate and vehicles and equipment.

 

 

 

Real Estate

 

 

Vehicles and Equipment

 

 

Total

 

Balance, December 31, 2022

 

$

46,496

 

 

$

13,536

 

 

$

60,032

 

Additions

 

 

1,217

 

 

 

15,811

 

 

 

17,028

 

Acquired

 

 

574

 

 

 

892

 

 

 

1,466

 

Derecognition

 

 

(5,947

)

 

 

(685

)

 

 

(6,632

)

Depreciation

 

 

(3,559

)

 

 

(4,741

)

 

 

(8,300

)

Lease remeasurements

 

 

(789

)

 

 

1,314

 

 

 

525

 

Effect of foreign currency exchange differences

 

 

(480

)

 

 

(201

)

 

 

(681

)

Balance, December 31, 2023

 

$

37,512

 

 

$

25,926

 

 

$

63,438

 

Additions

 

 

469

 

 

 

10,522

 

 

 

10,991

 

Derecognition

 

 

(433

)

 

 

(861

)

 

 

(1,294

)

Depreciation

 

 

(3,588

)

 

 

(6,086

)

 

 

(9,674

)

Effect of foreign currency exchange differences

 

 

1,700

 

 

 

871

 

 

 

2,571

 

Balance, December 31, 2024

 

$

35,660

 

 

$

30,372

 

 

$

66,032

 

Precision’s real estate lease contracts often contain renewal options which may impact the determination of the lease term for purposes of calculating the lease obligation. If it is reasonably certain that a renewal option will be exercised, the renewal period is included in the lease term. When entering a lease, Precision assesses whether it is reasonably certain renewal options will be exercised. Reasonable certainty is established if all relevant facts and circumstances indicate an economic incentive to exercise

Precision Drilling Corporation 2024 Annual Report 67


 

the renewal option. For the majority of its real estate leases, Precision is reasonably certain it will exercise its renewal option. Accordingly, the renewal period has been included in the lease term used to calculate the lease obligation.

For the year ended December 31, 2024, Precision had interest and payments of $18 million (2023 – $13 million) in relation to its lease obligations.

The Corporation has commitments under various lease agreements, primarily for real estate and vehicles and equipment. Terms of Precision’s real estate leases run for a period of one to 10 years while vehicle and equipment leases are typically for terms of between three and four years. Expected non-cancellable undiscounted operating lease payments are as follows:

 

 

 

2024

 

 

2023

 

Less than one year

 

$

23,909

 

 

$

17,540

 

One to five years

 

 

50,232

 

 

 

42,460

 

More than five years

 

 

24,429

 

 

 

10,748

 

 

 

$

98,570

 

 

$

70,748

 

(b) As a lessor

Precision leases its rig equipment under long-term drilling contracts with terms ranging from one to five years. At December 31, 2024, the net book value of the underlying rig equipment subject to long-term drilling contracts was $686 million (2023 – $554 million).

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received subsequent to December 31, 2024: .

 

 

 

Operating Leases

 

 

Finance Leases

 

Less than one year

 

$

403,298

 

 

$

835

 

One to five years

 

 

434,317

 

 

 

3,545

 

More than five years

 

 

 

 

 

2,594

 

Total undiscounted lease receipts

 

$

837,615

 

 

$

6,974

 

Unearned finance income on lease receipts

 

 

 

 

 

(1,347

)

Net investment in the lease

 

 

 

 

$

5,627

 

 

NOTE 12. SHARE-BASED COMPENSATION PLANS

Precision’s omnibus equity incentive plan (Omnibus Plan) allows the Corporation to settle short-term incentive awards (annual bonus) and long-term incentive awards (share options, performance share units and restricted share units) issued on or after February 8, 2017 in voting shares of Precision (either issued from treasury or purchased in the open market), cash, or a combination of both. Precision intends to settle all short-term incentive, restricted share unit and performance share unit awards issued under the Omnibus Plan in cash and to settle options in voting shares.

Liability Classified Plans

 

 

 

Restricted
  Share Units

 

Performance
Share Units

 

Non-
Management
Directors’ DSUs

 

Total

 

Balance, December 31, 2022

 

$

38,190

 

$

100,858

 

$

12,297

 

$

151,345

 

Expensed during the year

 

 

6,594

 

 

28,256

 

 

(2,787

)

 

32,063

 

Settlement in shares

 

 

(2,101

)

 

(17,104

)

 

(758

)

 

(19,963

)

Payments

 

 

(26,524

)

 

(47,971

)

 

(385

)

 

(74,880

)

Foreign exchange

 

 

(45

)

 

3

 

 

 

 

(42

)

Balance, December 31, 2023

 

 

16,114

 

 

64,042

 

 

8,367

 

 

88,523

 

Expensed during the year

 

 

10,511

 

 

29,829

 

 

2,488

 

 

42,828

 

Settlement in shares

 

 

(2,012

)

 

(18,355

)

 

 

 

(20,367

)

Payments

 

 

(13,037

)

 

(40,016

)

 

 

 

(53,053

)

Foreign exchange

 

 

(16

)

 

(57

)

 

 

 

(73

)

Balance, December 31, 2024

 

$

11,560

 

$

35,443

 

$

10,855

 

$

57,858

 

Current

 

 

8,567

 

 

24,770

 

 

10,855

 

 

44,192

 

Long-term

 

 

2,993

 

 

10,673

 

 

 

 

13,666

 

Balance, December 31, 2024

 

$

11,560

 

$

35,443

 

$

10,855

 

$

57,858

 

 

(a) Restricted Share Units and Performance Share Units

Precision has various cash-settled share-based incentive plans for officers and other eligible employees. Under the Restricted Share Unit (RSU) incentive plan, shares granted to eligible employees vest annually over a three-year term. Vested shares are automatically paid out in cash at a value determined by the fair market value of the shares at the vesting date. Under the Performance Share Unit (PSU) incentive plan, shares granted to eligible employees vest at the end of a three-year term.

68 Consolidated Financial Statements


 

Vested shares are paid out in cash or shares at the Board of Director's discretion, in the first quarter following the vested term at a value determined by the fair market value of the shares at the vesting date and based on the number of performance shares held multiplied by a performance factor that ranges from zero to two times. The performance factor is based on Precision’s share price performance compared to a peer group over the three-year period, repayment of debt and leverage ratio.

A summary of the RSUs and PSUs outstanding under these share-based incentive plans is presented below:

 

 

RSUs
Outstanding

 

 

PSUs
Outstanding

 

December 31, 2022

 

 

495,168

 

 

 

1,136,671

 

Granted

 

 

66,032

 

 

 

121,690

 

Redeemed

 

 

(266,744

)

 

 

(438,612

)

Forfeited

 

 

(18,362

)

 

 

(25,006

)

December 31, 2023

 

 

276,094

 

 

 

794,743

 

Granted

 

 

92,423

 

 

 

158,440

 

Redeemed

 

 

(180,989

)

 

 

(450,726

)

Forfeited

 

 

(7,768

)

 

 

(5,404

)

December 31, 2024

 

 

179,760

 

 

 

497,053

 

 

Subsequent to December 31, 2024, Precision elected to settle certain vesting RSUs and PSUs through the issuance of 150,068 common shares.

(b) Non-Management Directors

Precision has a deferred share unit (DSU) plan for non-management directors whereby fully vested DSUs are granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in DSUs. These DSUs are redeemable in cash or for an equal number of common shares upon the director’s retirement. The redemption of DSUs in cash or common shares is solely at Precision’s discretion. Non-management directors can receive a lump sum payment or two separate payments any time up until December 15 of the year following retirement. If the non-management director does not specify a redemption date, the DSUs will be redeemed on a single date six months after retirement. The cash settlement amount is based on the weighted average trading price for Precision’s shares on the Toronto Stock Exchange for the five days immediately prior to payout.

A summary of the DSUs outstanding under this share-based incentive plan is presented below:

 

Deferred Share Units

 

Outstanding

 

Balance December 31, 2022

 

 

118,774

 

Granted

 

 

16,336

 

Redeemed

 

 

(18,830

)

Balance December 31, 2023

 

 

116,280

 

Granted

 

 

7,193

 

Balance December 31, 2024

 

 

123,473

 

 

During 2023, 18,830 DSUs were redeemed upon the retirement of a non-management director. Precision elected to settle the redemption of DSUs through a combination of cash and common shares.

Equity Settled Plans

(c) Executive Restricted Share Units Plan

Precision grants Executive RSUs to certain senior executives with the intention of settling them in voting shares of the Corporation either issued from treasury or purchased in the open market. Granted units vest annually over a three-year term.

 

Executive Restricted Share Units

 

Outstanding

 

 

Weighted Average
Fair Value

 

December 31, 2022

 

 

 

 

$

 

Granted

 

 

46,740

 

 

 

96.90

 

December 31, 2023

 

 

46,740

 

 

 

96.90

 

Granted

 

 

61,930

 

 

 

79.84

 

Redeemed

 

 

(15,570

)

 

 

96.90

 

Forfeited

 

 

(608

)

 

 

96.90

 

December 31, 2024

 

 

92,492

 

 

$

85.48

 

Included in net earnings for the year ended December 31, 2024 were expenses of $4 million (2023 – $3 million).

(d) Option Plan

Under this plan, the exercise price of each option equals the fair market value of the option at the date of grant determined by the weighted average trading price for the five days preceding the grant. The options are denominated in either Canadian or

Precision Drilling Corporation 2024 Annual Report 69


 

U.S. dollars, and vest over a period of three years from the date of grant, as employees render continuous service to the Corporation, and have a term of seven years.

A summary of the status of the equity incentive plan is presented below:

 

Canadian Share Options

 

Options
Outstanding

 

 

Range of
Exercise Price

 

 

Weighted
   Average
Exercise Price

 

 

Options
Exercisable

 

December 31, 2022 and December 31, 2023

 

 

23,055

 

 

$

87.00

 

 

 

 

145.97

 

 

$

113.01

 

 

 

23,055

 

Exercised

 

 

(925

)

 

 

87.00

 

 

 

 

87.00

 

 

 

87.00

 

 

 

 

Forfeited

 

 

(10,170

)

 

 

145.97

 

 

 

 

145.97

 

 

 

145.97

 

 

 

 

December 31, 2024

 

 

11,960

 

 

$

87.00

 

 

 

 

87.00

 

 

$

87.00

 

 

 

11,960

 

 

U.S. Share Options

 

Options
Outstanding

 

 

Range of
Exercise Price
(US$)

 

 

Weighted
Average
Exercise Price
(US$)

 

 

Options
Exercisable

 

December 31, 2022

 

 

141,748

 

 

$

51.20

 

 

 

 

111.47

 

 

$

84.84

 

 

 

141,748

 

Forfeited

 

 

(13,350

)

 

 

64.20

 

 

 

 

100.40

 

 

 

75.66

 

 

 

 

December 31, 2023

 

 

128,398

 

 

 

51.20

 

 

 

 

111.47

 

 

 

85.80

 

 

 

128,398

 

Exercised

 

 

(6,485

)

 

 

68.80

 

 

 

 

68.80

 

 

 

68.80

 

 

 

 

Forfeited

 

 

(61,861

)

 

 

68.80

 

 

 

 

111.47

 

 

 

106.37

 

 

 

 

December 31, 2024

 

 

60,052

 

 

$

51.20

 

 

 

 

72.46

 

 

$

66.44

 

 

 

60,052

 

 

Canadian Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices:

 

Number

 

 

Weighted
 Average
 Exercise Price

 

 

Weighted Average
Remaining
Contractual Life
(Years)

 

 

Number

 

 

Weighted
Average
  Exercise Price

 

 $ 87.00

 

 

11,960

 

 

$

87.00

 

 

 

0.15

 

 

 

11,960

 

 

$

87.00

 

 

U.S. Share Options

 

Total Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices (US$):

 

Number

 

 

Weighted
Average
Exercise Price
(US$)

 

 

Weighted Average
Remaining
Contractual Life
(Years)

 

 

Number

 

 

Weighted
Average
  Exercise Price
(US$)

 

 $ 51.20

 

 

8,595

 

 

$

51.20

 

 

 

1.15

 

 

 

8,595

 

 

$

51.20

 

68.80

 

 

48,790

 

 

$

68.80

 

 

 

0.15

 

 

 

48,790

 

 

$

68.80

 

72.46

 

 

2,667

 

 

 

72.46

 

 

 

0.59

 

 

 

2,667

 

 

 

72.46

 

 $ 51.20 – 72.46

 

 

60,052

 

 

$

66.44

 

 

 

0.31

 

 

 

60,052

 

 

$

66.44

 

No options were granted during 2023 and 2024.

(e) Non-Management Directors

Prior to January 1, 2012, Precision had a deferred share unit plan for non-management directors. Under the plan, fully vested deferred share units were granted quarterly based on an election by the non-management director to receive all or a portion of his or her compensation in deferred share units. These deferred share units are redeemable into an equal number of common shares any time after the director’s retirement.

Effective May 16, 2024, Precision instituted a new DSU plan for non-management directors whereby fully vested deferred share units are granted quarterly based upon an election by the non-management director to receive all or a portion of their compensation in deferred share units. The deferred share units are redeemable for an equal number of common shares on the date specified in an eligible director's participation and election agreement, which date may be the grant date, the first, third or fifth anniversary of the grant date. The number of deferred share units granted is based upon the weighted average closing price of Precision shares on the Toronto Stock Exchange (TSX) for the five trading days immediately prior to payout.

70 Consolidated Financial Statements


 

A summary of the activity under the non-management director DSU plans is presented below:

Deferred Share Units

 

Outstanding-
2012 Plan

 

 

Outstanding-
2024 Plan

 

December 31, 2022 and 2023

 

 

1,470

 

 

 

 

Granted

 

 

 

 

 

6,777

 

Redeemed

 

 

 

 

 

(4,024

)

December 31, 2024

 

 

1,470

 

 

 

2,753

 

Included in net earnings for the year ended December 31, 2024 were expenses of $0.4 million (2023 – nil).

NOTE 13. INCOME TAXES

The provision for income taxes differs from that which would be expected by applying statutory Canadian income tax rates.

A reconciliation of the difference for the years ended December 31, is as follows:

 

 

 

2024

 

 

2023

 

Earnings before income taxes

$

 

154,559

 

$

 

265,779

 

Federal and provincial statutory rates

 

 

24

%

 

 

24

%

Tax at statutory rates

$

 

37,094

 

$

 

63,787

 

Adjusted for the effect of:

 

 

 

 

 

 

Non-deductible expenses

 

 

4,422

 

 

 

2,426

 

Non-taxable capital gains

 

 

(367

)

 

 

(2,551

)

Gain on acquisition

 

 

 

 

 

(6,222

)

Impact of foreign tax rates

 

 

(895

)

 

 

(2,450

)

Withholding taxes

 

 

356

 

 

 

337

 

Taxes related to prior years

 

 

(3,036

)

 

 

(4,945

)

Tax assets not recognized

 

 

5,655

 

 

 

8,629

 

Deferred tax assets recognized

 

 

 

 

 

(82,476

)

Income tax expense (recovery)

$

 

43,229

 

$

 

(23,465

)

The net deferred tax liability is comprised of the tax effect of the following temporary differences. Prior period amounts have been reclassified to reflect changes in the presentation of the valuation allowance for temporary differences in tax jurisdictions:

 

 

 

2024

 

 

2023

 

Deferred Tax Liabilities:

 

 

 

 

 

 

Property, plant and equipment and intangibles

$

 

212,545

 

$

 

211,183

 

Other

 

 

83

 

 

 

17

 

 

 

 

212,628

 

 

 

211,200

 

Offsetting of assets

 

 

(165,177

)

 

 

(137,685

)

 

$

 

47,451

 

$

 

73,515

 

 

 

 

 

 

 

 

Deferred Tax Assets:

 

 

 

 

 

 

Losses (expire from time to time)

$

 

141,275

 

$

 

206,348

 

Long-term incentive plan

 

 

12,810

 

 

 

15,320

 

Other

 

 

4,386

 

 

 

6,767

 

 

 

 

158,471

 

 

 

228,435

 

Offsetting of liabilities

 

 

(151,912

)

 

 

(154,773

)

 

$

 

6,559

 

$

 

73,662

 

Net Deferred Tax Liability

$

 

40,892

 

$

 

(147

)

The Corporation has loss carry forwards in the U.S. and certain international locations and capital loss carry forwards in Canada and other deductible temporary differences in certain international locations for which it is unlikely that sufficient future taxable income will be available. Accordingly, the Corporation has not recognized a deferred tax asset for the following items:

 

 

 

2024

 

 

2023

 

Tax losses (Capital)

$

 

17,692

 

 $

 

17,247

 

Tax losses (Income)

 

 

28,517

 

 

 

23,446

 

Deductible temporary differences

 

 

8,663

 

 

 

5,246

 

Total

$

 

54,872

 

 $

 

45,939

 

 

Precision Drilling Corporation 2024 Annual Report 71


 

The movement in temporary differences is as follows:

 

 

 

Property,
Plant and
Equipment
and
Intangibles

 

 

Partnership
Deferrals

 

 

Other
Deferred
Tax
Liabilities

 

 

Losses

 

 

Debt Issue
Costs

 

 

Long-Term
Incentive
Plan

 

 

Other
Deferred
Tax
Assets

 

 

Net
Deferred
Tax
Liability

 

Balance, December 31, 2022

$

 

228,005

 

$

 

21,768

 

$

 

 

$

 

(198,461

)

$

 

 

$

 

(15,765

)

$

 

(7,056

)

$

 

28,491

 

Recognized in net earnings

 

 

125,195

 

 

 

(21,768

)

 

 

5,816

 

 

 

(127,433

)

 

 

928

 

 

 

(6,002

)

 

 

(4,695

)

 

 

(27,959

)

Acquisition

 

 

9,865

 

 

 

 

 

 

694

 

 

 

(9,358

)

 

 

 

 

 

 

 

 

(237

)

 

 

964

 

Foreign exchange

 

 

(4,895

)

 

 

 

 

 

 

 

 

3,060

 

 

 

 

 

 

169

 

 

 

23

 

 

 

(1,643

)

Balance, December 31, 2023

$

 

358,170

 

$

 

 

$

 

6,510

 

$

 

(332,192

)

$

 

928

 

$

 

(21,598

)

$

 

(11,965

)

$

 

(147

)

Recognized in net earnings

 

 

(18,441

)

 

 

 

 

 

(486

)

 

 

45,831

 

 

 

(341

)

 

 

5,122

 

 

 

4,074

 

 

 

35,759

 

Recognized in other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

(750

)

 

 

 

 

 

 

 

 

 

 

 

(750

)

Foreign exchange

 

 

18,186

 

 

 

 

 

 

4

 

 

 

(11,288

)

 

 

 

 

 

(423

)

 

 

(449

)

 

 

6,030

 

Balance, December 31, 2024

$

 

357,915

 

$

 

 

$

 

6,028

 

$

 

(298,399

)

$

 

587

 

$

 

(16,899

)

$

 

(8,340

)

$

 

40,892

 

In December 2021, the Organization for Economic Co-operation and Development issued model rules for a new global minimum tax framework (Pillar Two). Under Pillar Two legislation, Precision is liable to pay a top-up tax for differences between its Global Anti-Base Erosion effective tax rate and the 15% minimum tax rate. In May 2023, the IASB issued amendments to IAS 12, Income Taxes to address Pillar Two, which provided clarity on the impacts and additional disclosure requirements once legislation is substantively enacted. For jurisdictions where Precision operates that have substantially enacted the Pillar Two legislation, there is no material impact to the Company. Precision also operates in jurisdictions where it is expected that Pillar Two legislation will be enacted in the future. For these jurisdictions, Precision has assessed its exposure to the Pillar Two legislation and foresees no material impact to the Company.

NOTE 14. BANK INDEBTEDNESS

At December 31, 2024, Precision had available $40 million (2023 – $40 million) and US$15 million (2023 – US$15 million) under secured operating facilities, and a secured US$40 million (2023 – US$40 million) facility for the issuance of letters of credit and performance and bid bonds to support international operations. As at December 31, 2024 and 2023, no amounts had been drawn on any of the facilities. Availability of the $40 million and US$40 million facilities was reduced by outstanding letters of credit in the amount of $9 million (2023 – $20 million) and US$23 million (2023 – US$28 million), respectively. The facilities are primarily secured by charges on substantially all present and future property of Precision and its material subsidiaries. Advances under the $40 million facility are available at the bank’s prime lending rate, U.S. base rate, U.S. SOFR rate plus applicable margin, or applicable margin for Banker’s Acceptances, or in combination, and under the US$15 million facility at the bank’s prime lending rate.

NOTE 15. PROVISIONS AND OTHER

 

 

 

Workers’
Compensation

 

Balance December 31, 2022

 

$

11,747

 

Expensed during the year

 

 

5,261

 

Payment of deductibles and uninsured claims

 

 

(6,124

)

Foreign exchange

 

 

(248

)

Balance December 31, 2023

 

 

10,636

 

Expensed during the year

 

 

4,325

 

Payment of deductibles and uninsured claims

 

 

(5,218

)

Foreign exchange

 

 

869

 

Balance December 31, 2024

 

$

10,612

 

 

 

 

2024

 

 

2023

 

Current

 

$

3,140

 

 

$

3,496

 

Long-term

 

 

7,472

 

 

 

7,140

 

 

 

$

10,612

 

 

$

10,636

 

 

72 Consolidated Financial Statements


 

NOTE 16. SHAREHOLDERS’ CAPITAL

 

(a) Authorized

 

unlimited number of voting common shares

 

 

unlimited number of preferred shares, issuable in series, limited to an amount equal to one half of the issued and outstanding common shares

 

 

 

 

(b) Issued

 

 

 

 

Common shares

 

Number

 

 

Amount

 

Balance, December 31, 2022

 

 

13,558,525

 

 

$

2,299,533

 

Settlement of PSUs and RSUs

 

 

230,336

 

 

 

19,206

 

Issue of shares on business acquisition (Note 4)

 

 

947,807

 

 

 

75,588

 

Share repurchases

 

 

(412,623

)

 

 

(29,955

)

Redemption of non-management directors share units

 

 

12,494

 

 

 

757

 

Balance, December 31, 2023

 

 

14,336,539

 

 

 

2,365,129

 

Settlement of PSUs and RSUs

 

 

265,143

 

 

 

21,846

 

Share options exercised

 

 

7,410

 

 

 

978

 

Share repurchases

 

 

(833,614

)

 

 

(76,570

)

Share repurchase accrual

 

 

 

 

 

(10,000

)

Redemption of non-management directors share units

 

 

4,024

 

 

 

346

 

Balance, December 31, 2024

 

 

13,779,502

 

 

$

2,301,729

 

(c) Normal Course Issuer Bid

In 2024, the TSX approved Precision’s application to renew its Normal Course Issuer Bid (NCIB). Under the terms of the NCIB, Precision may purchase and cancel up to a maximum of 1,359,108 common shares, representing 10% of the public float of common shares as of September 5, 2024. Purchases under the NCIB are made through the facilities of the TSX, the New York Stock Exchange and various other designated exchanges in accordance with applicable regulatory requirements at a price per common share representative of the market price at the time of acquisition. The NCIB will terminate no later than September 18, 2025.

For the year ended December 31, 2024, Precision repurchased and cancelled a total of 833,614 (2023 – 412,623) common shares for $75 million (2023 – $30 million) and recorded $1 million (2023 – nil) of share buy back tax.

Prior to December 31, 2024, Precision entered into an Automated Share Purchase Plan (ASPP) with an independent broker to permit the Corporation to repurchase common shares during its internal blackout period. The volume of purchases is determined by the broker in its sole discretion based on the purchase price and maximum volume parameters established by the Corporation under the ASPP. The Corporation recorded a liability for purchases that are estimated to occur during the blackout period based on the parameters of the NCIB and ASPP. As at December 31, 2024, Precision recorded a liability in accounts payable and corresponding decrease to share capital of $10 million (2023 – nil).

Subsequent to December 31, 2024, Precision repurchased and cancelled 284,701 common shares for $23 million.

NOTE 17. PER SHARE AMOUNTS

The following tables reconcile net earnings attributable to shareholders of Precision Drilling Corporation and weighted average shares outstanding used in computing basic and diluted net earnings per share attributable to shareholders of Precision Drilling Corporation:

 

 

 

2024

 

 

2023

 

Net earnings attributable to shareholders – basic

 

$

111,195

 

 

$

289,244

 

Effect of share options and other equity compensation plans

 

 

 

 

 

9,235

 

Net earnings attributable to shareholders – diluted

 

$

111,195

 

 

$

298,479

 

 

 

 

 

 

 

 

(Stated in thousands)

 

2024

 

 

2023

 

Weighted average shares outstanding – basic

 

 

14,229

 

 

 

13,754

 

Effect of share options and other equity compensation plans

 

 

5

 

 

 

1,533

 

Weighted average shares outstanding – diluted

 

 

14,234

 

 

 

15,287

 

 

Precision Drilling Corporation 2024 Annual Report 73


 

NOTE 18. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

 

Unrealized
Foreign Currency
Translation Gains (Losses)

 

 

Foreign Exchange
Gain (Loss) on Net
Investment Hedge

 

 

Tax Benefit
Related to Net
Investment Hedge
of Long-Term Debt

 

 

Accumulated
Other
Comprehensive
Income

 

December 31, 2022

 

$

579,070

 

 

$

(424,754

)

 

$

5,398

 

$

159,714

 

Other comprehensive income (loss)

 

 

(33,433

)

 

 

21,195

 

 

 

 

 

 

(12,238

)

December 31, 2023

 

 

545,637

 

 

 

(403,559

)

 

 

5,398

 

 

147,476

 

Other comprehensive income (loss)

 

 

119,821

 

 

 

(69,027

)

 

 

750

 

 

 

51,544

 

December 31, 2024

 

$

665,458

 

 

$

(472,586

)

 

$

6,148

 

$

199,020

 

 

NOTE 19. RELATED PARTY TRANSACTIONS

Compensation of Key Management Personnel

The remuneration of key management personnel is as follows:

 

 

 

2024

 

 

2023

 

Salaries and other benefits

 

$

9,295

 

 

$

9,966

 

Equity-settled share-based compensation

 

 

1,920

 

 

 

1,541

 

Cash-settled share-based compensation

 

 

28,189

 

 

 

17,660

 

 

 

$

39,404

 

 

$

29,167

 

Key management personnel are comprised of the directors and executive officers of the Corporation. Certain executive officers have entered into employment agreements with Precision that provide termination benefits of up to 24 months base salary plus up to two times targeted incentive compensation upon dismissal without cause.

NOTE 20. CAPITAL COMMITMENTS

At December 31, 2024, the Corporation had commitments to purchase property, plant and equipment totaling $128 million (2023 – $175 million). Payments of $92 million for these commitments are expected to be made in 2025, $17 million in 2026 and $19 million in 2027.

NOTE 21. FINANCIAL INSTRUMENTS

Financial Risk Management

The Board of Directors is responsible for identifying the principal risks of Precision’s business and for ensuring the implementation of systems to manage these risks. With the assistance of senior management, who report to the Board of Directors on the risks of Precision’s business, the Board of Directors considers such risks and discusses the management of such risks on a regular basis.

Precision has exposure to the following risks from its use of financial instruments:

(a) Credit Risk

Accounts receivable includes balances from customers primarily operating in the oil and natural gas industry. The Corporation manages credit risk by assessing the creditworthiness of its customers before providing services and on an ongoing basis, and by monitoring the amount and age of balances outstanding. In some instances, the Corporation will take additional measures to reduce credit risk including obtaining letters of credit and prepayments from customers. When indicators of credit problems appear, the Corporation takes appropriate steps to reduce its exposure including negotiating with the customer, filing liens and entering into litigation. For the years ended December 31, 2024 and 2023, Precision did not have any customers with revenue from transactions exceeding 10% of consolidated revenue. In addition, Precision’s most significant customer accounted for $36 million of the trade receivables balance at December 31, 2024 (2023 – $24 million).

The movement in the expected credit loss allowance during the year was as follows:

 

 

2024

 

 

2023

 

Balance, January 1,

 

$

338

 

 

$

1,732

 

Impairment loss recognized

 

 

780

 

 

 

437

 

Amounts written-off as uncollectible

 

 

(680

)

 

 

(1,784

)

Impairment loss reversed

 

 

(301

)

 

 

(53

)

Effect of movement in exchange rates

 

 

2

 

 

 

6

 

Balance, December 31,

 

$

139

 

 

$

338

 

 

74 Consolidated Financial Statements


 

The aging of trade receivables at December 31 was as follows:

 

 

2024

 

 

2023

 

 

 

Gross

 

 

Provision for
Impairment

 

 

Gross

 

 

Provision for
Impairment

 

Not past due

 

$

194,649

 

 

$

 

 

$

214,897

 

 

$

1

 

Past due 0 – 30 days

 

 

58,141

 

 

 

1

 

 

 

70,398

 

 

 

3

 

Past due 31 – 120 days

 

 

9,283

 

 

 

112

 

 

 

17,465

 

 

 

273

 

Past due more than 120 days

 

 

1,276

 

 

 

26

 

 

 

2,719

 

 

 

61

 

 

 

$

263,349

 

 

$

139

 

 

$

305,479

 

 

$

338

 

(b) Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Precision has exposure to interest rate fluctuations on amounts drawn on its Senior Credit Facility as it is subject to floating rates of interest.

At December 31, 2024, Precision had drawn US$12 million on its Senior Credit Facility (2023 – nil). As at December 31, 2024, a 1% change to the interest rate would have less than a $1 million impact on net earnings (2023 – less than $1 million). The interest rate on Precision’s unsecured senior notes is fixed and is not subject to interest rate risk.

(c) Foreign Currency Risk

The Corporation is primarily exposed to foreign currency fluctuations in relation to the working capital of its foreign operations and certain long-term debt facilities of its Canadian operations. The Corporation has no significant exposures to foreign currencies other than the U.S. dollar. The Corporation monitors its foreign currency exposure and attempts to minimize the impact by aligning appropriate levels of U.S. denominated debt with cash flows from U.S. based operations.

The following financial instruments were denominated in U.S. dollars:

 

 

 

2024

 

 

2023

 

 

 

Canadian
Operations

 

 

Foreign
Operations

 

 

Canadian
Operations

 

 

Foreign
Operations

 

Cash

US

$

3,084

 

US

$

27,474

 

US

$

9,539

 

US

$

16,459

 

Accounts receivable

 

 

2

 

 

 

113,400

 

 

 

17

 

 

 

148,885

 

Accounts payable and accrued liabilities

 

 

(20,695

)

 

 

(98,523

)

 

 

(26,706

)

 

 

(120,416

)

Long-term liabilities, excluding long-term incentive plans (1)

 

 

 

 

 

(5,197

)

 

 

 

 

 

(13,708

)

Net foreign currency exposure

US

$

(17,609

)

US

$

37,154

 

US

$

(17,150

)

US

$

31,220

 

Impact of $0.01 change in the U.S. dollar to Canadian dollar
   exchange rate on net earnings

 

$

(176

)

 

$

 

 

$

(172

)

 

$

 

Impact of $0.01 change in the U.S. dollar to Canadian dollar
   exchange rate on comprehensive income

 

$

 

 

$

372

 

 

$

 

 

$

312

 

(1) Excludes U.S. dollar long-term debt that has been designated as a hedge of the Corporation’s net investment in certain self-sustaining foreign operations.

(d) Liquidity Risk

Liquidity risk is the exposure of the Corporation to the risk of not being able to meet its financial obligations as they become due. The Corporation manages liquidity risk by monitoring and reviewing actual and forecasted cash flows to ensure there are available cash resources to meet these needs. The following are the contractual maturities of the Corporation’s financial liabilities and other contractual commitments as at December 31, 2024:

 

 

 

 

2025

 

 

 

2026

 

 

 

2027

 

 

 

2028

 

 

 

2029

 

 

Thereafter

 

 

Total

 

Accounts payable and accrued liabilities (1)

 

$

270,163

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

270,163

 

Share-based compensation

 

 

37,644

 

 

 

17,487

 

 

 

18,238

 

 

 

 

 

 

 

 

 

 

 

 

73,369

 

Long-term debt

 

 

 

 

 

230,026

 

 

 

17,252

 

 

 

 

 

 

575,064

 

 

 

 

 

 

822,342

 

Interest on long-term debt (2)

 

 

57,029

 

 

 

41,323

 

 

 

40,088

 

 

 

39,536

 

 

 

1,647

 

 

 

 

 

 

179,623

 

Commitments

 

 

115,649

 

 

 

35,813

 

 

 

33,663

 

 

 

11,128

 

 

 

6,058

 

 

 

24,429

 

 

 

226,740

 

Total

 

$

480,485

 

 

$

324,649

 

 

$

109,241

 

 

$

50,664

 

 

$

582,769

 

 

$

24,429

 

 

$

1,572,237

 

(1) Excludes the current portion of share-based compensation.

(2) Excludes amortization of long-term debt issue costs.

 

Fair Values

The carrying value of cash, accounts receivable, and accounts payable and accrued liabilities approximates their fair value due to the relatively short period to maturity of the instruments. Amounts drawn on the Senior Credit Facility, measured at amortized cost, approximate fair value as this indebtedness is subject to floating rates of interest. The fair value of the unsecured senior notes at December 31, 2024 was approximately $801 million (2023 – $867 million).

Precision Drilling Corporation 2024 Annual Report 75


 

Financial assets and liabilities recorded or disclosed at fair value in the consolidated statements of financial position are categorized based on the level of judgement associated with the inputs used to measure their fair value. Hierarchical levels are based on the amount of subjectivity associated with the inputs in the fair determination and are as follows:

Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The estimated fair value of Unsecured Senior Notes is based on level II inputs. The fair value is estimated considering the risk free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk, industry risk and market risk premiums.

NOTE 22. CAPITAL MANAGEMENT

The Corporation’s strategy is to carry a capital base to maintain investor, creditor and market confidence and to sustain the future development of the business. The Corporation seeks to maintain a balance between the level of long-term debt and equity attributable to shareholders to ensure access to capital markets to fund growth and working capital given the cyclical nature of the oilfield services sector. The Corporation strives to maintain a conservative ratio of long-term debt to long-term debt plus equity.

As at December 31, 2024 and 2023, these ratios were as follows:

 

 

 

2024

 

 

2023

 

Long-term debt

 

$

812,469

 

 

$

914,830

 

Equity attributable to shareholders

 

 

1,677,472

 

 

 

1,575,662

 

Total capitalization

 

$

2,489,941

 

 

$

2,490,492

 

Long-term debt to long-term debt plus equity ratio

 

 

0.33

 

 

 

0.37

 

As at December 31, 2024, liquidity remained sufficient as Precision had $74 million (2023 – $54 million) in cash and access to the US$375 million Senior Credit Facility (2023 – US$447 million) and $119 million (2023 – $115 million) secured operating facilities. As at December 31, 2024, US$12 million (2023 – US$nil) was drawn on the Senior Credit Facility with available credit further reduced by US$51 million (2023 – US$56 million) of outstanding letters of credit. Availability of the $40 million secured operating facility and US$40 million secured facility for the issuance of letters of credit and performance and bid bonds were reduced by outstanding letters of credit of $9 million (2023 – $20 million) and US$23 million (2023 – US$28 million), respectively. No amounts were drawn on the US$15 million (2023 – US$15 million) secured operating facility.

NOTE 23. NON-CONTROLLING INTEREST

On September 26, 2024, Precision formed a Partnership with two Indigenous partners to provide well servicing operations in northeast British Columbia. Precision contributed $4 million in assets to the Partnership. Gross revenues and gross assets relating to Non-Controlling Interests (NCI) in 2024 were $1 million (2023 – nil) and $9 million (2023 – nil) respectively. Gross earnings relating to NCI was $0.3 million (2023 – nil) in 2024.

Precision holds a controlling interest (50.1%) in the Partnership and the portions of the net earnings and equity not attributable to Precision's controlling interest are shown separately as NCI in the consolidated statements of net earnings and consolidated statements of financial position.

NOTE 24. SUPPLEMENTAL INFORMATION

Components of changes in non-cash working capital balances were as follows:

 

 

2024

 

 

2023

 

Accounts receivable

 

$

59,415

 

 

$

30,431

 

Inventory

 

 

(6,181

)

 

 

(637

)

Accounts payable and accrued liabilities

 

 

(54,903

)

 

 

(50,787

)

 

 

$

(1,669

)

 

$

(20,993

)

Pertaining to:

 

 

 

 

 

 

Operations

 

$

18,711

 

 

$

(32,838

)

Investments

 

 

(20,380

)

 

 

11,845

 

 

76 Consolidated Financial Statements


 

The components of accounts receivable were as follows:

 

 

2024

 

 

2023

 

Trade

 

$

263,210

 

 

$

305,141

 

Accrued trade

 

 

33,472

 

 

 

29,363

 

Prepaids and other

 

 

82,030

 

 

 

86,923

 

 

 

$

378,712

 

 

$

421,427

 

The components of accounts payable and accrued liabilities were as follows:

 

 

2024

 

 

2023

 

Accounts payable

 

$

113,336

 

 

$

151,348

 

Accrued liabilities:

 

 

 

 

 

 

Payroll

 

 

104,270

 

 

 

109,057

 

Deferred Income

 

 

36,157

 

 

 

46,060

 

Interest Payable

 

 

26,409

 

 

 

29,293

 

Other

 

 

34,183

 

 

 

14,991

 

 

 

$

314,355

 

 

$

350,749

 

Precision presents expenses in the consolidated statements of net earnings by function with the exception of depreciation and amortization and gain on asset disposals, which are presented by nature. Operating expense and general and administrative expense would include $287 million (2023 – $269 million) and $6 million (2023 – $14 million), respectively, of depreciation and amortization and gain on asset disposals, if the statements of net earnings were presented purely by function. The following table presents operating and general and administrative expenses by nature:

 

 

2024

 

 

2023

 

Wages, salaries and benefits

 

$

870,179

 

 

$

846,216

 

Purchased materials, supplies and services

 

 

463,512

 

 

 

445,927

 

Share-based compensation

 

 

47,416

 

 

 

34,593

 

 

 

$

1,381,107

 

 

$

1,326,736

 

Allocated to:

 

 

 

 

 

 

Operating expense

 

$

1,248,686

 

 

$

1,204,548

 

General and administrative

 

 

132,421

 

 

 

122,188

 

 

 

$

1,381,107

 

 

$

1,326,736

 

 

NOTE 25. CONTINGENCIES AND GUARANTEES

The business and operations of the Corporation are complex and the Corporation has executed a number of significant financings, business combinations, acquisitions and dispositions over the course of its history. The computation of income taxes payable as a result of these transactions involves many complex factors as well as the Corporation’s interpretation of relevant tax legislation and regulations. The Corporation’s management believes that the provision for income tax is adequate and in accordance with IFRS and applicable legislation and regulations. However, there are tax filing positions that have been and can still be the subject of review by taxation authorities who may successfully challenge the Corporation’s interpretation of the applicable tax legislation and regulations, with the result that additional taxes could be payable by the Corporation.

The Corporation is subject to various lawsuits and claims arising in the ordinary course of business. While the results of litigation and claims cannot be predicted with certainty, the ultimate resolution of these matters is not expected to have a materially adverse effect on the Corporation.

The Corporation has entered into agreements indemnifying certain parties primarily with respect to tax and specific third-party claims associated with businesses sold by the Corporation. Due to the nature of the indemnifications, the maximum exposure under these agreements cannot be estimated. No amounts have been recorded for the indemnities as the Corporation’s obligations under them are not probable or determinable.

NOTE 26. LONG-TERM DEBT GUARANTORS

Precision Drilling Corporation (Parent) issued registered unsecured senior notes in 2017 and 2021 which are fully and unconditionally guaranteed by certain U.S. and Canadian subsidiaries (Guarantor Subsidiaries) that also guaranteed the Senior Credit Facility. These Guarantor Subsidiaries are directly or indirectly wholly owned by the Parent. The following is a description of the terms and conditions of the guarantees with respect to the unsecured senior notes for which Precision is the Parent issuer and Guarantor Subsidiaries (Obligor Group) and provides a full and unconditional guarantee.

As at December 31, 2024, Precision had $805 million principal amount of unsecured senior notes outstanding, $230 million due in 2026 and $575 million due in 2029, all of which is guaranteed by the Guarantor Subsidiaries.

Precision Drilling Corporation 2024 Annual Report 77


 

The Guarantor Subsidiaries jointly and severally, fully, unconditionally, and irrevocably guarantees the payment of the principal and interest on the unsecured senior notes when they become due, whether at maturity or otherwise. The guarantee is unsecured and ranks senior with all of the Guarantor Subsidiaries’ other unsecured obligations.

The Guarantor Subsidiaries will be released and relieved of their obligations under the guarantees after the obligations to the holders are satisfied in accordance with the applicable indentures.

Summarized Financial Information

The following tables include summarized financial information for the Obligor Group on a combined basis after the elimination of (i) intercompany transactions and balances within the Obligor Group; (ii) equity in earnings from investments in the non-guarantor subsidiaries; and (iii) intercompany dividend income.

Statements of Net Earnings

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Revenue

 

 

$

1,703,796

 

 

$

1,784,797

 

Expenses

 

 

 

1,236,952

 

 

 

1,206,180

 

Earnings before income taxes, gain on repurchase of unsecured senior notes,
   gain on acquisition, loss on investments and other assets, finance
   charges, foreign exchange, loss on asset decommissioning, gain on asset
   disposals, and depreciation and amortization

 

 

 

466,844

 

 

 

578,617

 

Net earnings

 

 

 

107,997

 

 

 

276,931

 

Statements of Financial Position

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

$

374,188

 

 

$

363,987

 

Property, plant and equipment

 

 

 

2,002,663

 

 

 

2,008,758

 

Other non-current assets

 

 

 

91,240

 

 

 

138,121

 

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

$

262,899

 

 

$

283,242

 

Long-term debt

 

 

 

812,469

 

 

 

905,811

 

Other non-current liabilities

 

 

 

116,880

 

 

 

161,134

 

Excluded from the statements of net earnings and statements of financial position above are the following intercompany transactions and balances that the Obligor Group had with the non-guarantor subsidiaries:

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

 

Accounts receivable, intercompany

 

 

$

60,059

 

 

$

53,939

 

Short-term advances to affiliates

 

 

 

1,687

 

 

 

62,519

 

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities, intercompany

 

 

$

29,593

 

 

$

206,340

 

Short-term advances from affiliates

 

 

 

18

 

 

 

 

Long-term advances from affiliates

 

 

 

215,595

 

 

 

170,316

 

 

 

 

 

Parent and Guarantor Subsidiaries

 

 

 

 

2024

 

 

2023

 

Cash transactions with non-guarantor subsidiaries

 

 

 

 

 

 

 

Capital contributions to non-guarantor subsidiaries

 

 

$

4,409

 

 

$

 

 

78 Consolidated Financial Statements


 

NOTE 27. SUBSIDIARIES

Significant Subsidiaries

 

 

 

 

 

Ownership Interest

 

 

 

Country of
Incorporation

 

2024

 

 

2023

 

 Precision Limited Partnership

 

Canada

 

 

100

%

 

 

100

%

 Precision Drilling Canada Limited Partnership

 

Canada

 

 

100

%

 

 

100

%

 Precision Diversified Oilfield Services Corp.

 

Canada

 

 

100

%

 

 

100

%

 Precision Drilling (US) Corporation

 

United States

 

 

100

%

 

 

100

%

 Precision Drilling Holdings Company

 

United States

 

 

100

%

 

 

100

%

 Precision Drilling Company LP

 

United States

 

 

100

%

 

 

100

%

 Precision Completion & Production Services Ltd.

 

United States

 

 

100

%

 

 

100

%

 Grey Wolf Drilling Limited

 

Barbados

 

 

100

%

 

 

100

%

 Grey Wolf Drilling (Barbados) Ltd.

 

Barbados

 

 

100

%

 

 

100

%

 

Precision Drilling Corporation 2024 Annual Report 79


EX-99.4 15 pds-ex99_4.htm EX-99.4 EX-99.4

Exhibit 99.4

SUPPLEMENTAL INFORMATION

 

 

SHAREHOLDER INFORMATION

Stock Exchange Listings

Our shares are listed on the Toronto Stock Exchange under the trading symbol PD and on the New York Stock Exchange under the trading symbol PDS.

Transfer Agent and Registrar

Computershare Trust Company of Canada, Calgary, Alberta

Transfer Point

Computershare Trust Company NA Canton, Massachusetts

Account Questions

Our transfer agent can help you with shareholder related services, including:

change of address
lost share certificates
transferring shares to another person, and
estate settlement.

Computershare Trust Company of Canada

100 University Avenue, 9th Floor, North Tower Toronto

Ontario, M5J 2Y1

Canada

Telephone: 1.800.564.6253 (toll free in Canada and the U.S.)

1.514.982.7555 (international direct dialing)

Email: service@computershare.com

Online Information

To receive news releases by email, or to view this report online, please visit the Investor Relations section of our website at www.precisiondrilling.com.

You can find additional information about Precision, including our annual information form and management information circular, under our profile on the SEDAR+ website at www.sedarplus.ca and on the EDGAR website at www.sec.gov.

Published Information

Please contact us if you would like additional copies of this annual report, or copies of our 2023 annual information form as filed with the Canadian securities commissions and under Form 40-F with the U.S. Securities and Exchange Commission:

Investor Relations

Suite 800, 525 – 8th Avenue SW Calgary

Alberta, T2P 1G1

Canada

Telephone: 403.716.4500

Lead Bank

Royal Bank of Canada

Calgary, Alberta

Auditors

KPMG LLP

Calgary, Alberta

 

80 Supplemental Information