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•	conditions in the oil and natural gas industry, especially oil and natural gas prices and capital expenditures by oil and natural gas companies;

•	volatility in oil and natural gas prices;

•	our ability to implement price increases or maintain pricing on our core services;

•	risks that we may not be able to reduce, and could even experience increases in, the costs of labor, fuel, equipment and supplies employed in our businesses;

•	industry capacity;

•	asset impairments or other charges;

•	the periodic low demand for our services and resulting operating losses and negative cash flows;

•	our highly competitive industry as well as operating risks, which are primarily self-insured, and the possibility that our insurance may not be adequate to cover all of our losses or liabilities;

•	significant costs and potential liabilities resulting from compliance with applicable laws, including those resulting from environmental, health and safety laws and regulations, specifically those relating to hydraulic fracturing, as well as climate change legislation or initiatives;

•	our historically high employee turnover rate and our ability to replace or add workers, including executive officers and skilled workers;

•	our ability to incur debt or long-term lease obligations;

•	our ability to implement technological developments and enhancements;

•	severe weather impacts on our business;

•	our ability to successfully identify, make and integrate acquisitions and our ability to finance future growth of our operations or future acquisitions;

•	our ability to achieve the benefits expected from disposition transactions;

•	the loss of one or more of our larger customers;

•	our ability to generate sufficient cash flow to meet debt service obligations;

•	the amount of our debt and the limitations imposed by the covenants in the agreements governing our debt, including our ability to comply with covenants under our debt agreements;

•	an increase in our debt service obligations due to variable rate indebtedness;

•	our inability to achieve our financial, capital expenditure and operational projections, including quarterly and annual projections of revenue and/or operating income and our inaccurate assessment of future activity levels, customer demand, and pricing stability which may not materialize (whether for Key as a whole or for geographic regions and/or business segments individually);

•	risks affecting our international operations, including risks affecting our ability to execute our plans to withdraw from international markets outside North America;

•	our ability to respond to changing or declining market conditions, including our ability to reduce the costs of labor, fuel, equipment and supplies employed and used in our businesses;

•	our ability to maintain sufficient liquidity;

•	adverse impact of litigation; and

•	other factors affecting our business described in “Item 1A. Risk Factors.”

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•	Reincorporated the Successor Company in the state of Delaware and adopted an amended and restated certificate of incorporation and bylaws;

•	Appointed new members to the Successor Company’s board of directors to replace directors of the Predecessor Company;

•	Issued to the Predecessor Company’s former stockholders, in exchange for the cancellation and discharge of the Predecessor Company’s common stock:

◦	815,887 shares of the Successor Company’s common stock;

◦	919,004 warrants to expire on December 15, 2020 (the “4-Year Warrants”), and 919,004 warrants to expire on December 15, 2021 (the “5-Year Warrants”), each exercisable for one share of the Successor Company’s common stock;

•	Issued to former holders of the Predecessor Company’s 6.75% senior notes, in exchange for the cancellation and discharge of such notes, 7,500,000 shares of the Successor Company’s common stock;

•	Issued 11,769,014 shares of the Successor Company’s common stock to certain participants in rights offerings conducted pursuant to the Plan;

•	Issued to Soter Capital, LLC (“Soter”) the sole share of the Successor Company’s Series A Preferred Stock, which confers certain rights to elect directors (but has no economic rights);

•	Entered into a new $80 million senior secured asset-based revolving credit facility (the “ABL Facility”) and a $250 million senior secured term loan facility (the “Term Loan Facility”) upon termination of the Predecessor Company’s asset-based revolving credit facility and term loan facility;

•	Entered into a registration rights agreement (the “Registration Rights Agreement”) with certain stockholders of the Successor Company;

•	Adopted a new management incentive plan (the “2016 Incentive Plan”) for officers, directors and employees of the Successor Company and its subsidiaries; and

•	Entered into a corporate advisory services agreement (the “CASA”) between the Successor Company and Platinum Equity Advisors, LLC (“Platinum”) pursuant to which Platinum will provide certain business advisory services to the Company.

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(1)	Includes SWD facilities as “leased” if we own the wellbore for the SWD but lease the land. In other cases, we lease both the wellbore and the land. Lease terms vary among different sites, but with respect to some of the SWD facilities for which we lease the land and own the wellbore, the land owner has an option under the land lease to retain the wellbore at the termination of the lease.

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•	prices, and expectations about future prices, of oil and natural gas;

•	domestic and worldwide economic conditions;

•	domestic and foreign supply of and demand for oil and natural gas;

•	the price and quantity of imports of foreign oil and natural gas including the ability of OPEC to set and maintain production levels for oil;

•	the cost of exploring for, developing, producing and delivering oil and natural gas;

•	the level of excess production capacity, available pipeline, storage and other transportation capacity;

•	lead times associated with acquiring equipment and products and availability of qualified personnel;

•	the expected rates of decline in production from existing and prospective wells;

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•	the discovery rates of new oil and gas reserves;

•	federal, state and local regulation of exploration and drilling activities and equipment, material or supplies that we furnish;

•	public pressure on, and legislative and regulatory interest within, federal, state and local governments to stop, significantly limit or regulate hydraulic fracturing activities;

•	weather conditions, including hurricanes that can affect oil and natural gas operations over a wide area and severe winter weather that can interfere with our operations;

•	political instability in oil and natural gas producing countries;

•	advances in exploration, development and production technologies or in technologies affecting energy consumption;

•	the price and availability of alternative fuel and energy sources;

•	uncertainty in capital and commodities markets; and

•	changes in the value of the U.S. dollar relative to other major global currencies.

•	making it more difficult for us to satisfy our obligations under the agreements governing our indebtedness and increasing the risk that we may default on our debt obligations;

•	requiring us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures and other general business activities;

•	limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes and other activities;

•	limiting management's flexibility in operating our business;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	diminishing our ability to successfully withstand a downturn in our business or the economy generally;

•	placing us at a competitive disadvantage against less leveraged competitors; and

•	making us vulnerable to increases in interest rates, because our debt has variable interest rates.

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•	accidents resulting in serious bodily injury and the loss of life or property;

•	liabilities from accidents or damage by our fleet of trucks, rigs and other equipment;

•	pollution and other damage to the environment;

•	reservoir damage;

•	blow-outs, the uncontrolled flow of natural gas, oil or other well fluids into the atmosphere or an underground formation; and

•	fires and explosions.

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•	increased governmental ownership and regulation of the economy in the markets in which we operate;

•	inflation and adverse economic conditions stemming from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls;

•	economic and financial instability of national oil companies;

•	increased trade barriers, such as higher tariffs and taxes on imports of commodity products;

•	exposure to foreign currency exchange rates;

•	exchange controls or other currency restrictions;

•	war, civil unrest or significant political instability;

•	restrictions on repatriation of income or capital;

•	expropriation, confiscatory taxation, nationalization or other government actions with respect to our assets located in the markets where we operate;

•	governmental policies limiting investments by and returns to foreign investors;

•	labor unrest and strikes;

•	deprivation of contract rights; and

•	restrictive governmental regulation and bureaucratic delays.

•	negatively impact our results of operations;

•	restrict the movement of funds and equipment to and from affected countries; and

•	inhibit our ability to collect receivables.

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•	limit our ability to improve our market position;

•	increase our operating costs; and

•	limit our ability to recoup the investments made in this technological initiative.

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•	curtailment of services;

•	weather-related damage to facilities and equipment, resulting in suspension of operations;

•	inability to deliver equipment, personnel and products to job sites in accordance with contract schedules; and

•	loss of productivity.

•	incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

•	failure to successfully integrate the operations or management of any acquired operations or assets in a timely manner;

•	failure to retain or attract key employees;

•	diversion of management's attention from existing operations or other priorities;

•	the inability to implement promptly an effective control environment;

•	potential impairment charges if purchase assumptions are not achieved or market conditions decline;

•	the risks inherent in entering markets or lines of business with which the company has limited or no prior experience; and

•	inability to secure sufficient financing, sufficient financing on economically attractive terms, that may be required for any such acquisition or investment.

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•	our operating and financial performance and prospects;

•	our ability to repay our debt;

•	our access to financial and capital markets to refinance our debt or replace the existing credit facilities;

•	investor perceptions of us and the industry and markets in which we operate;

•	future sales of equity or equity-related securities;

•	changes in earnings estimates or buy/sell recommendations by analysts; and

•	general financial, domestic, economic and other market conditions.

•	Before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

•	Upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding stock held by certain directors and employee stock plans; or

•	Following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.

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(1)	Includes six residential properties leased in the United States and two residential property leased outside the United States used to house employees.

(2)	Includes SWD facilities as “leased” if we own the wellbore for the SWD but lease the land. In other cases, we lease both the wellbore and the land. Lease terms vary among different sites, but with respect to some of the SWD facilities for which we lease the land and own the wellbore, the land owner has an option under the land lease to retain the wellbore at the termination of the lease.

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(1)	Represents options and other stock-based awards outstanding under the 2016 Equity and Cash Incentive Plan (the “2016 ECIP”).

(2)	Includes 647,532 of shares that may be issued upon the vesting and exercise of stock options and 647,538 of shares that may be issued upon vesting of restricted stock units (“RSUs”).

(3)	RSUs do not have an exercise price; therefore RSUs are excluded from weighted average exercise price of outstanding awards.

(4)	Represents the number of shares remaining available for grant under the 2016 ECIP as of December 31, 2016. If any common stock underlying an unvested award is canceled, forfeited or is otherwise terminated without delivery of shares, then such shares will again be available for issuance under the 2016 ECIP.

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(1)	Represents the average of the monthly average prices for each of the years presented. Source: U.S. Energy Information Administration, Bloomberg.

(2)	Source: www.bakerhughes.com

(1)	Key's U.S. working days are the number of weekdays during the quarter minus national holidays.

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•	On December 15, 2016, the Company emerged from a pre-planned voluntary chapter 11 reorganization resulting in approximately $697 million of the Company’s long-term debt being eliminated along with more than $45.6 million of annual interest expense going forward.

•

On December 15, 2016, we entered into our new $80 million ABL Facility (which was increased to $100 million on February 3, 2017) due June 15, 2021, and our new $250 million Term Loan Facility due December 15, 2021. As of December 31, 2016, we had no borrowings outstanding under the ABL Facility and $38.5 million of letters of credit outstanding with borrowing capacity of $27.7 million available subject to covenant constraints under our ABL Facility.

•

In April 2015, we announced our decision to exit markets in which we participate outside of North America. Our strategy is to sell or relocate the assets of the businesses operating in these markets. As of December 31, 2015, we had sold our subsidiary in Bahrain and certain assets in Oman, Ecuador and Colombia and are no longer operating in these markets. During the fourth quarter of 2016, we completed the sale of our business in Mexico and we are currently in discussions to sell our business in Russia.

•	Beginning in the first quarter of 2015, we began a series of structural cost cutting changes at both corporate and field levels, which include fixed costs, supply-chain efficiencies and headcount and wage reductions.

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(1)	Based on interest rates in effect at December 31, 2016.

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•	Revenue recognition;

•	Estimate of reserves for workers’ compensation, vehicular liability and other self-insurance;

•	Contingencies;

•	Income taxes;

•	Estimates of depreciable lives;

•	Valuation of indefinite-lived intangible assets;

•	Valuation of tangible and finite-lived intangible assets; and

•	Valuation of equity-based compensation.

•	Evidence of an arrangement exists when a final understanding between us and our customer has occurred, and can be evidenced by a completed customer purchase order, field ticket, supplier contract, or master service agreement.

•	Delivery has occurred or services have been rendered when we have completed requirements pursuant to the terms of the arrangement as evidenced by a field ticket or service log.

•	The price to the customer is fixed and determinable when the amount that is required to be paid is agreed upon. Evidence of the price being fixed and determinable is evidenced by contractual terms, our price book, a completed customer purchase order, or a field ticket.

•	Collectability is reasonably assured when we screen our customers and provide goods and services to customers according to determined credit terms that have been granted in accordance with our credit policy.

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•	Evidence of an arrangement exists when a final understanding between us and our customer has occurred, and can be evidenced by a completed customer purchase order, field ticket, supplier contract, or master service agreement.

•	Delivery has occurred or services have been rendered when we have completed requirements pursuant to the terms of the arrangement as evidenced by a field ticket or service log.

•	The price to the customer is fixed and determinable when the amount that is required to be paid is agreed upon. The price being fixed and determinable is evidenced by contractual terms, our price book, a completed customer purchase order, or a field ticket.

•	Collectability is reasonably assured when we screen our customers and provide goods and services according to determined credit terms that have been granted in accordance with our credit policy.

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•	Reincorporated the Successor Company in the state of Delaware and adopted an amended and restated certificate of incorporation and bylaws;

•	Appointed new members to the Successor Company’s board of directors to replace directors of the Predecessor Company;

•	Issued to the Predecessor Company’s former stockholders, in exchange for the cancellation and discharge of the Predecessor Company’s common stock:

◦	815,887 shares of the Successor Company’s common stock;

◦	919,004 warrants to expire on December 15, 2020, and 919,004 warrants to expire on December 15, 2021, each exercisable for one share of the Successor Company’s common stock;

•	Issued to former holders of the Predecessor Company’s 6.75% senior notes, in exchange for the cancellation and discharge of such notes, 7,500,000 shares of the Successor Company’s common stock;

•	Issued 11,769,014 shares of the Successor Company’s common stock to certain participants in rights offerings conducted pursuant to the Plan;

•	Issued to Soter Capital LLC (“Soter”) the sole share of the Successor Company’s Series A Preferred Stock, which confers certain rights to elect directors (but has no economic rights);

•	Entered into a new $80 million ABL Facility (which was increased to $100 million on February 3, 2017) and a $250 million Term Loan Facility upon termination of the Predecessor Company’s asset-based revolving credit facility and term loan facility;

•	Entered into a Registration Rights Agreement with certain stockholders of the Successor Company;

•	Adopted the 2016 Incentive Plan for officers, directors and employees of the Successor Company and its subsidiaries; and

•	Entered into a corporate advisory services agreement (the “CASA”) between the Successor Company and Platinum Equity Advisors, LLC (“Platinum”) pursuant to which Platinum will provide certain business advisory services to the Company.

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A.

Represents amounts recorded on the Effective Date for the implementation of the Plan, including the settlement of liabilities subject to compromise, issuance of new debt and repayment of old debt, reinstatement of contract rejection obligations, write-off of debt issuance costs, proceeds received from the rights offering, distributions of Successor common stock and the Warrants, the cancellation of the Predecessor common stock, and the cancellation of the Predecessor stock incentive plan.

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(1)	Long-lived assets include: fixed assets, goodwill, intangibles and other assets.

(2)	Functional Support is geographically located in the United States.

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(1)	Quarterly earnings per common share are based on the weighted average number of shares outstanding during the quarter, and the sum of the quarters may not equal annual earnings per common share.

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•	an understanding of generally accepted accounting principles and financial statements;

•	an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

•	experience 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 level of complexity of issues that can reasonably be expected to be raised by Key’s financial statements, or experience actively supervising one or more persons engaged in such activities;

•	an understanding of internal control over financial reporting; and

•	an understanding of audit committee functions.

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•	appointing, evaluating, approving the services provided by and the compensation of, and assessing the independence of, our independent registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;

•	reviewing with the internal auditors and our independent registered public accounting firm the overall scope and plans for audits, and reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	reviewing and discussing with management and the independent registered public accounting firm our system of internal controls, financial and critical accounting practices and policies relating to risk assessment and risk management;

•	reviewing the effectiveness of our system for monitoring compliance with laws and regulations; and

•	preparing the Audit Committee Report required by SEC rules (which is included under the heading “Report of the Audit Committee” below).

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•	reviewing and approving corporate goals and objectives relevant to the compensation of the CEO;

•	evaluating the CEO’s performance in light of corporate goals and objectives and determining and approving the CEO’s compensation level based on this evaluation;

•	reviewing and approving the compensation of senior executive officers other than the CEO;

•	reviewing and approving any incentive‑compensation plans or equity‑based plans;

•	approving any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained;

•	in consultation with management, overseeing regulatory compliance with respect to compensation matters, including overseeing Key’s policies on structuring compensation programs to preserve tax deductibility;

•	making recommendations to the Board with respect to any severance or similar termination payments proposed to be made to any current or former senior executive officer or member of senior management of Key;

•	reviewing any potential conflicts of interest of our compensation consultant;

•	preparing an annual report of the compensation committee on executive compensation for inclusion in Key’s annual proxy statement or annual report in accordance with applicable SEC rules and regulations; and

•	reviewing and approving the Compensation Disclosure and Analysis for inclusion in Key’s annual proxy statement or annual report in accordance with applicable SEC rules and regulations.

•	identifying and recommending individuals to the Board for nomination as members of the Board and its committees, consistent with criteria approved by the Board;

•	developing and recommending to the Board corporate governance guidelines applicable to Key; and

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•	overseeing the evaluation of the Board and management of Key.

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•	Robert Drummond, President and Chief Executive Officer from March 5, 2016 (currently our President and Chief Executive Officer);

•	J. Marshall Dodson, our Senior Vice President, Chief Financial Officer and Treasurer;

•	David Brunnert, our Senior Vice President and Chief Operating Officer;

•	Scott P. Miller, our Senior Vice President, Operations Services & Chief Administrative Officer;

•	Katherine I. Hargis, our Vice President, Chief Legal Officer and Secretary.

•	Jeffrey S. Skelly, our former Senior Vice President of Operations;

•	Richard J. Alario, our former Chief Executive Officer; and

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•	Kim B. Clarke, our former Senior Vice President, Administration and Chief People Officer.

•	Retention bonuses;

•	Restricted Stock Awards;

•	Annual base salaries returned to levels in effect prior to the pay reductions implemented in 2015; and

•	An annual cash incentive plan to reward achieving specific financial goals for 2016.

•	2016 Equity and Cash Incentive Plan;

•	Time-based and performance-based Stock Option Awards;

•	Time-based and performance-based Restricted Stock Unit Awards;

•	Cash incentive payouts pursuant to the 2016 annual cash incentive plan; and

•	2017 Annual Cash Incentive Plan to reward achieving specific financial goals for 2017.

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•	Attracting and retaining key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance and carrying out the goals and plans of Key;

•	Motivating management to enhance long-term stockholder value and to align our executives’ interests with those of our stockholders;

•	Paying for performance by aligning a substantial portion of management’s compensation to measurable performance, including specific financial and operating goals;

•	Evaluating and rating performance relative to the existing market conditions during the measurement period; and

•	Setting compensation and incentive levels that reflect competitive market practices.

•	base salaries;

•	cash bonus incentive plan; and

•	long-term equity‑based incentive compensation.

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(1)	Data reported above represents Drummond's pay after he was promoted to CEO. Prior to his promotion on March 5, 2016 Mr. Drummond was hired as COO at $625,000 but he was paid at a reduced rate of pay of $562,500 (10%) until he was promoted to CEO. As CEO, his full base is $750,000 and the reduced rate was $675,000 (10%) until August 1, 2016.

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•	Gross Cash Earnings is total revenue, less total operating expense (excluding depreciation and amortization) less taxes, adjusted for non-recurring charges as disclosed in public reporting documents.

•	Gross Operating Assets is a measure of capital employed into the business to generate the Gross Cash Earnings.  Gross Operating Assets include net working capital (excluding cash), gross property, plant and equipment and other non-current tangible and intangible assets.

•	The annual required return is fixed at 12% (3% per quarter).  The capital charge is defined as Gross Operating Assets times the required return and is calculated quarterly based on the ending balance.  The full year’s capital charge is the sum of the four quarters.

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(1)	Mr. Skelly’s Target payout was 80% for the First Performance Period with a maximum of 160% and 50% for the Second Performance Period with a maximum of 100%.

(2)	Mr. Alario and Ms. Clarke were not eligible for bonuses for the 2016 calendar year as they were not employed with the Company at the time of payout.

(3)	Mr. Brunnert is not eligible for a 2016 bonus for the 2016 calendar year as he was not employed until late 2016.

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•	industry downturn with low visibility into 2016;

•	significant decrease in share price due to macro-economic factors affecting the entire energy industry;

•	corresponding low availability of shares authorized for issuance under the 2014 Plan;

•	inability to request additional shares under the 2014 Plan until the 2016 annual meeting of stockholders; and

•	need to retain key employees critical to running the functional and operational aspects of the business going forward.

(1)	Mr. Miller received an additional grant of 20,000 shares of restricted stock on January 15, 2016 with a fair market value of $6,800 based on the closing stock price of $0.34 per share in connection with his promotion to Senior Vice President, Operations Services and Chief Administrative Officer effective January 1, 2016.

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•	the individual’s role and responsibilities, performance, tenure, and experience;

•	our overall performance;

•	individual compensation as compared to our peers;

•	the individual’s historical compensation, equity holdings, realized gains on past equity grants; and

•	comparisons to other executive officers of our Company.

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•	Review the total direct compensation (base salary, annual incentives, and long-term incentives) for the NEOs;

•	Assess the competitiveness of executive compensation, based on revenue size, asset size, enterprise value and market capitalization, as compared to the peer group and published survey companies in the energy services industry; and

•	Provide conclusions and recommend considerations for total direct compensation.

•	Economic Research Institute, 2015 ERI Executive Compensation Assessor;

•	Mercer, Inc., 2015 US General Benchmark Survey;

•	Towers Watson 2014/2015 Top Management Compensation;

•	Kenexa, 2015 Compensation Survey;

•	Longnecker & Associates, 2015 Long-Term Incentive Survey; and

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•	WorldatWork, 2015/2016 Total Salary Increase Budget Survey.

•	maintain the practice of aligning targeted total cash opportunity at the median, but paying above market only when performance warrants;

•

maintain the use of restricted stock and performance units for the senior executive team to continue alignment of executive and stockholder interests with 85% of the CEO’s long-term incentive award vesting only when relative stock price performance is above predetermined peer performance and 50% of Mr. Dodson and Mses. Clarke and Frye’s long-term equity incentive award vesting only when relative stock price performance is above predetermined peer performance;

•	consider no base salary increases;

•	assess the market 50th percentile for long-term incentive awards, but give consideration to the total stockholder return, share usage and retention concerns.

•	performance incentives with both financial and operational metrics that are not completely based on arithmetic formulas, but also incorporate the exercise of negative and positive discretion and judgment;

•	long-term incentives that are principally based on the retention and motivation of employees through a combination of long-term incentive vehicles;

•	different types of equity awards, including performance-based awards, to mitigate risk that our executive officers will take actions that are detrimental to or not in the best interest of our stockholders;

•	regularly benchmarking our current compensation practices, policies and pay levels with our peer group;

•	aligning with the market mid-point for targeted total direct compensation, such that management interests are aligned with stockholder interests while rewarding for exceptional performance in comparison with its peer group;

•	capping the maximum amounts that may be earned under our incentive compensation plans;

•	granting equity awards annually, with appropriate vesting periods, to encourage consistent behavior and reward long-term, sustained performance; and

•	ensuring that our executive compensation programs are overseen by a committee of independent directors, who are advised by an external compensation consultant.

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•	retirement, health and welfare benefits;

•	limited perquisites;

•	discretionary bonuses; and

•	certain post-termination payments.

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(1)

Each year includes the aggregate grant date fair value dollar amounts with respect to restricted stock awards granted under the 2014 Incentive Plan or 2016 Incentive Plan, as applicable, calculated on the respective grant date of each such award in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the expense amounts included in this column are discussed in Note 21 in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. On January 28, 2016, the pre-emergence compensation committee granted restricted stock awards to NEOs. In connection with the reorganization, all unvested restricted stock awards granted prior to Key’s bankruptcy filing were accelerated and exchanged for vested stock and warrants in the post-emergence entity as part of the emergence process on the Effective Date.

(2)	The amounts shown in this column consist of annual bonus payments made to the NEOs under each of the 2014 cash bonus incentive plan, the 2015 cash bonus incentive plan and the 2016 cash bonus incentive plan.

(3)	A breakdown of the amounts shown in this column for 2016 for each of the NEOs is set forth under “401(k) Plan Contributions and Perquisites” below.

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(1)	Represents contributions by Key on behalf of the NEO to the Key Energy Services, Inc. 401(k) Savings and Retirement Plan. Key stopped matching contributions to the Key Energy Services, Inc. 401(k) Savings and Retirement Plan in 2015.

(2)	Represents $2,538 for an automobile allowance paid to Mr. Alario during 2016 pursuant to the terms of his employment agreement.

(3)	Represents out-of-pocket medical expenses reimbursed to the NEO.

(4)

Represents $42,111 in premiums that were paid by Key on behalf of Mr. Alario for (i) life insurance policies ($14,193), (ii) related tax gross-up payment ($10,211), and (iii) continued medical, dental and vision insurance ($17,707) pursuant to his employment agreement. Represents $19,748 in premiums that were paid by Key on behalf of Ms. Clarke for (i) life insurance ($87), and (ii) continued medical, dental and vision insurance ($19,661).

(5)	Represents (i) $8,555 reimbursed to Mr. Alario for personal services provided by certified public accountants or tax attorneys paid pursuant to his employment agreement. Represents $4,959 reimbursed to Mr. Drummond for personal services provided by certified public accountants or tax attorneys paid pursuant to his employment agreement.

(6)	Includes amounts for imputed income with respect to life insurance paid pursuant to each NEO’s respective employment agreement.

(7)

Represents amounts payable to Mr. Alario in connection with his departure, including (i) $681,239 in severance payments (ii) $66,538 of unused vacation, (iii) $228 of imputed income with respect to life insurance, (iv) and other miscellaneous reimbursements totaling $1,414 all of which were paid pursuant to the terms of Mr. Alario’s employment agreement. Represents amounts payable to Ms. Clarke in connection with her departure, including (i) $210,087 in severance payments, (ii) $27,704 of unused vacation and (iii) $320 of imputed income with respect to life insurance, all of which were paid pursuant to the terms of her employment agreement.

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(1)

The columns represent the potential annual value of the payout for each NEO under the cash bonus incentive compensation component if the threshold, target or maximum goals were satisfied. For a detailed description of the cash bonus incentive plan, see the “Cash Bonus Incentive Plan” section under “Compensation Discussion and Analysis” above. Amounts actually paid, if any, for the 2016 year are reflected in the “Non-equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. Mr. Alario and Ms. Clarke did not receive a bonus for 2016 as they were not a employees of the Company at the time 2016 bonuses were paid.

(2)	These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718.

(3)	Mr. Skelly's target and maximum awards have been blended as a result of his bonus opportunity changing from 80% first half 2016 to 50% second half 2016.

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(1)	The market price of stock awards is determined by multiplying the number of shares by the closing price of the stock on the last trading day of the year. The closing price quoted on the NYSE on December 30, 2016 was $31.95.

(2)	Represents shares of restricted stock which vest in annual increments beginning on the one-year anniversary of the date of grant. With respect to each NEO, the vesting applicable to each outstanding award as of December 31, 2016 is as follows:

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(1)	Represents the number of shares of restricted stock that vested during 2016. No performance units vested in 2016.

(2)

The value realized on vesting of restricted stock was calculated as the number of shares acquired on vesting (including shares withheld for tax withholding purposes) multiplied by the market value of our common stock on each respective vesting date. Market value is determined in accordance with the terms of the applicable incentive plan under which the restricted stock was granted, and, in the table above, was either (i) the closing price of our common stock on the NYSE for vesting dates that were trading days or (ii) the average of Friday and Monday closing prices on the NYSE for vesting dates that were on a weekend.

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(1)	Represents compensation payable if Key does not renew the NEO’s employment agreement after the initial term or any extension of the agreement.

(2)	Represents compensation payable if Key terminates the NEO’s employment for “Cause” or the NEO otherwise resigns without “Good Reason” as defined in the respective employment agreements.

(3)	Represents compensation due to the NEO’s estate upon his or her death.

(4)	Represents compensation payable to the NEO upon termination following determination of NEO’s permanent disability.

(5)	Represents compensation due to the NEO if terminated by Key without “Cause” or if the NEO resigns for “Good Reason,” as each such term is defined in the respective employment agreements.

(6)	Represents payments due to the NEO in connection with a “Change of Control” (as defined in the respective employment agreements, change of control agreements and equity agreements) in which the NEO is not terminated.

(7)	Represents payments due to the NEO if the NEO is terminated in connection with a “Change of Control” (as defined in the respective NEO employment agreements or NEO change of control agreements, as applicable).

(8)	Represents the value of restricted stock units determined by multiplying the number of awards vesting by $31.95, the closing price on December 31, 2016.

(9)	Represents the value of stock options determined by multiplying the number of awards vesting by the spread as of December 31, 2016.

(10)	Represents the value of health and welfare benefits at December 31, 2016 determined under each NEO’s employment or change of control agreement.

(11)	Represents the benefit of retention awards (and a promotion award for Mr. Drummond).  A portion of the retention awards has already been paid to certain executives, but the executives may only retain these payments if they remain employed with the Company through a certain specified date or experience one of the triggering termination events noted in the tables above.

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(1)	The Former Directors did not receive an annual equity award grant in 2016.

(2)

Represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to the 2016 annual equity awards granted to the non-employee directors under the 2016 Plan, which consisted of 3,907 shares of restricted stock units granted to each non-employee director on December 20, 2016 which are vested quarterly in equal installments as follows: March 31, 2017; June 30, 2017; September 30, 2017; and December 31, 2017. Although the annual equity awards are based on a number of shares having a fair market value of $125,000, because fractional shares are not granted, the amount recognized is slightly different. The assumptions made in the valuation of the expense amounts included in this column are discussed in Note 21 in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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(1)

Includes all shares with respect to which each director or executive officer directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares the power to vote or to direct voting of such shares and/or the power to dispose or to direct the disposition of such shares. Includes shares that may be purchased under stock options that are exercisable currently or within 60 days after February 8, 2017.

(2)

An individual’s percentage ownership of common stock outstanding is based on 20,096,462 shares of our common stock outstanding as of February 8, 2016. Shares of common stock subject to stock options currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of the percentage ownership of the person holding such securities but are not deemed outstanding for computing the percentage ownership of any other person.

(3)	Includes 3,907 unvested restricted stock shares.

(4)	Includes 3,907 unvested restricted stock shares.

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(5)	Includes 3,907 unvested restricted stock shares.

(6)	Includes 3,907 unvested restricted stock shares.

(7)	Includes 3,907 unvested restricted stock shares.

(8)	Includes 29,212 shares of common stock issuable upon the exercise of warrants.

(9)	Includes 13,786 shares of common stock issuable upon the exercise of warrants.

(10)	Includes 3,632 shares of common stock issuable upon the exercise of warrants.

(11)	Includes 1,818 shares of common stock issuable upon the exercise of warrants.

(12)	Includes 7,160 shares of common stock issuable upon the exercise of warrants.

(1)

Number of shares beneficially owned is based solely on a Schedule 13D filed with the SEC on December 27, 2016 on behalf of each of: (i) Soter Capital, LLC, a Delaware limited liability company, (ii) Soter Capital Holdings, LLC, a Delaware limited liability company, (iii) PE Soter Holdings, LLC, a Delaware limited liability company, (iv) Platinum Equity Capital Soter Partners, L.P., a Delaware limited partnership, (v) Platinum Equity Partners III, LLC, a Delaware limited liability company, (vi) Platinum Equity Investment Holdings III, LLC, a Delaware limited liability company, (vii) Platinum Equity, LLC, a Delaware limited liability company, and (viii) Tom Gores, an individual.

(2)	Number of shares beneficially owned is based on a Schedule 13G filed with the SEC on December 27, 2016 on behalf of Contrarian Capital Management, L.L.C. and Contrarian Capital Fund I, L.P., as supplemented by information provided to the Company.

(3)	Includes 5,752 shares underlying warrants to purchase shares of Key common stock. Number of shares beneficially owned is based on a Schedule 13G filed with the SEC on December 23, 2016 on behalf of Soros Fund Management LLC, George Soros and Robert Soros relating to shares held for the account

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(4)	Number of shares beneficially owned is based on a Schedule 13G filed jointly with the SEC on December 27, 2016 by Silver Point Capital, L.P., Mr. Edward A. Mule and Mr. Robert J. O’Shea with respect to ownership of the common stock of the Company by Silver Point Capital Fund., L.P. and Silver Point Capital Offshore Master Fund, as supplemented by information provided to the Company.

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ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)	Includes estimated fees of $4,950 for the 2016 statutory audit of our Colombian branch, fees of $7,490 for the 2016 statutory audit of our Dubai subsidiary, and fees of $21,000 for the 2016 statutory audit of our Russian subsidiaries.

(2)	Includes fees of $84,610 for the 2015 statutory audit of our Mexican subsidiaries, fees of $11,433 for the 2015 statutory audit of our Colombian branch, fees of $4,813 for the 2015 statutory audit of our United Arab Emirates subsidiary, fees of $10,689 for the 2015 statutory audit of our Bahraini subsidiaries, and fees of $7,800 for the 2015 statutory audit of our Omani subsidiaries.

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