|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the year ended December 31, 2013
|
|
|
|
OR
|
|
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from __________ to __________
|
England and Wales
|
98-1023315
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Class A ordinary shares, $0.125 par value
|
New York Stock Exchange
|
Document
|
Part of Form 10-K
|
Portions of the Proxy Statement for the 2014 Annual General Meeting of Shareholders
|
Part III, Items 10-14
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|
Page
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|
|
|
|
|
|
|
|
|
•
|
drilling permit and operations delays, moratoria or suspensions, new and future regulatory, legislative or permitting requirements (including requirements related to certification and testing of blow-out preventers and other equipment or otherwise impacting operations), future lease sales, changes in laws, rules and regulations that have or may impose increased financial responsibility, additional oil spill contingency plan requirements and other governmental actions that may result in claims of
force majeure
or otherwise adversely affect our existing drilling contracts;
|
•
|
governmental regulatory, legislative and permitting requirements affecting drilling operations or compliance obligations in the areas in which our rigs operate;
|
•
|
tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes;
|
•
|
changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs and reactivation of rigs;
|
•
|
variable levels of drilling activity and expenditures, whether as a result of global capital markets and liquidity, prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs;
|
•
|
downtime, lost revenue and other risks associated with drilling operations, operating hazards, or rig relocations and transportation, including rig or equipment failure, collisions, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling limitations and other delays due to weather conditions or otherwise, and the limited availability or high cost of insurance coverage for certain offshore perils or associated removal of wreckage or debris and other losses;
|
•
|
access to spare parts, equipment and personnel to maintain, upgrade and service our fleet;
|
•
|
possible cancellation or suspension of drilling contracts as a result of
force majeure,
mechanical difficulties, delays, performance or other reasons;
|
•
|
potential cost overruns and other risks inherent to shipyard rig construction, repair or enhancement, unexpected delays in rig and equipment delivery and engineering or design issues following shipyard delivery, or delays in the dates our rigs will enter a shipyard, be transported and delivered, enter service or return to service;
|
•
|
changes or delays in actual contract commencement dates; contract terminations, contract extensions, contract option exercises, contract revenues, contract awards; the termination or renegotiation of contracts by customers or payment or operational delays by our customers;
|
•
|
potential cost overruns or delays in delivery of our remaining drillships under construction, including delays in leaving the shipyard, delays or other issues relating to customer acceptance or readiness to drill;
|
•
|
operating hazards, including environmental or other liabilities, risks, expenses or losses, whether related to drilling operations, accidents, storm or hurricane damage, losses or liabilities (including wreckage or debris removal), collisions, or otherwise;
|
•
|
our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to competition from other contract drillers, labor regulations or otherwise; our ability to seek and receive visas for our personnel to work in our areas of operation in a timely manner;
|
•
|
governmental action and political and economic uncertainties, including uncertainty or instability resulting from civil unrest, political demonstrations, strikes, or outbreak or escalation of armed hostilities or other crises in oil or natural gas producing areas in which we operate, which may result in extended business interruptions, suspended operations, or claims by our customers of a
force majeure
situation and payment disputes;
|
•
|
terrorism, piracy, political instability, hostilities, acts of war, nationalization, expropriation, confiscation or deprivation of our assets or military action impacting our operations, assets or financial performance in any of our areas of operations, including the Middle East and Egypt;
|
•
|
the outcome of legal proceedings, or other claims or contract disputes, including any inability to collect receivables or resolve significant contractual or day rate disputes, any purported renegotiation, nullification, cancellation or breach of contracts with customers or other parties, and any failure to negotiate or complete definitive contracts following announcements of receipt of letters of intent;
|
•
|
potential long-lived asset impairments;
|
•
|
costs and uncertainties associated with our redomestication, or changes in laws that could reduce or eliminate the anticipated benefits of the transaction;
|
•
|
impacts of any global financial or economic downturn;
|
•
|
effects of accounting changes and adoption of accounting policies;
|
•
|
potential unplanned expenditures and funding requirements, including investments in pension plans and other benefit plans; and
|
•
|
other important factors described from time to time in the reports filed by us with the Securities and Exchange Commission and the New York Stock Exchange.
|
•
|
One ultra-deepwater drillship, the
Rowan Renaissance,
and three additional ultra-deepwater drillships currently under construction;
|
•
|
Nineteen high-specification cantilever jack-up rigs, including one
Gorilla
class rig, three
N-Class
rigs, four enhanced
Super Gorilla
class rigs, four
Tarzan Class
rigs, three
240C
class rigs, and four
EXL
class rigs, as described below. We use the term “high-specification” to describe jack-ups with a hook-load capacity of at least two million pounds.
|
•
|
Eight premium cantilever jack-up rigs, including two
Gorilla
class rigs and six 116-C class rigs. We use the term “premium jack-ups” to denote independent-leg cantilever rigs that can operate in at least 300 feet of water in benign environments.
|
•
|
Three conventional or slot jack-up rigs with skid-off capability, two of which are cold-stacked.
|
•
|
worldwide demand for drilling services;
|
•
|
worldwide demand for and prices of oil and natural gas;
|
•
|
the level of exploration and development expenditures by energy companies;
|
•
|
the willingness and ability of the Organization of Petroleum Exporting Countries (OPEC) to limit production levels and influence prices;
|
•
|
the level of production in non-OPEC countries;
|
•
|
the effect of increased economic sanctions that affect the energy industry;
|
•
|
the general economy, including inflation;
|
•
|
the condition of global capital markets;
|
•
|
adverse sea, weather and climate conditions in our principal operating areas, including possible disruption of exploration and development activities due to loop currents, hurricanes and other severe sea and weather conditions;
|
•
|
the cost of exploring for, developing, producing and delivering oil and natural gas;
|
•
|
expectations regarding future energy prices;
|
•
|
environmental and other laws and regulations;
|
•
|
policies of various governments regarding exploration and development of oil and natural gas reserves;
|
•
|
nationalization and/or confiscation;
|
•
|
domestic and international tax policies;
|
•
|
political and military conflicts in oil-producing areas and the effects of terrorism;
|
•
|
advances in exploration and development technology such as unconventional drilling and the development of shale resources;
|
•
|
the development and exploitation of alternative fuels and energy sources;
|
•
|
consolidation of our customer base, and
|
•
|
consolidation of our competitors.
|
•
|
costly delays or cancellations of drilling operations;
|
•
|
interruption or cessation of day rate revenue;
|
•
|
uncompensated downtime;
|
•
|
reduced day rates;
|
•
|
serious damage to or destruction of property and equipment;
|
•
|
personal injury or death;
|
•
|
significant impairment of producing wells, leased properties, pipelines or underground geological formations;
|
•
|
damage to the property of others;
|
•
|
damage to fisheries and the marine and coastal environment; and
|
•
|
fines and penalties.
|
•
|
shipyard unavailability;
|
•
|
shortages of equipment, materials or skilled labor for completion of repairs or upgrades to our equipment;unscheduled delays in the delivery or cost increases of materials and equipment or in shipyard construction;
|
•
|
failure of equipment to meet quality or performance standards;
|
•
|
loss of or damage to essential equipment while in transit;
|
•
|
financial or operating difficulties experienced by equipment vendors or the shipyard;
|
•
|
unanticipated actual or purported change orders;
|
•
|
local customs strikes or related work slowdowns that could delay importation of equipment or materials;
|
•
|
engineering problems, including those relating to the commissioning of newly designed equipment;
|
•
|
design or engineering changes;
|
•
|
latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions;
|
•
|
work stoppages;
|
•
|
client acceptance delays;
|
•
|
weather interference, storm damage or other events of
force majeure;
|
•
|
disputes with shipyards and suppliers;
|
•
|
shipyard failures and difficulties;
|
•
|
failure of third-party equipment vendors or service providers;
|
•
|
unanticipated cost increases, including relating to raw materials used in construction of our drilling units; and
|
•
|
difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions.
|
|
|
Depth (feet)
(1)
|
|
|
|
Rig Name
|
Class Name/Type
|
Water
|
Drilling
|
Year in service/ significant refurbishment
|
Location
|
|
|
|
|
|
|
Ultra-Deepwater Drillships:
|
|
|
|
|
|
Rowan Renaissance
|
Gusto MSC P10,000
|
12,000
|
40,000
|
2014
|
Enroute to W. Africa
|
Rowan Resolute (under construction)
|
Gusto MSC P10,000
|
12,000
|
40,000
|
2014 (est.)
|
Shipyard
|
Rowan Reliance (under construction)
|
Gusto MSC P10,000
|
12,000
|
40,000
|
2015 (est.)
|
Shipyard
|
Rowan Relentless (under construction)
|
Gusto MSC P10,000
|
12,000
|
40,000
|
2015 (est.)
|
Shipyard
|
|
|
|
|
|
|
High-Specification Jack-ups:
(2)
|
|
|
|
|
|
Rowan Norway
(3)
|
N-Class
|
400
|
35,000
|
2011
|
Norway
|
Rowan Stavanger
(3)
|
N-Class
|
400
|
35,000
|
2011
|
U.K. North Sea
|
Rowan Viking
(3)
|
N-Class
|
400
|
35,000
|
2011
|
U.K. North Sea
|
Rowan EXL IV
(3)
|
EXL
|
350
|
40,000
|
2011
|
Malaysia
|
Rowan EXL III
(3)
|
EXL
|
350
|
40,000
|
2011
|
US GOM
|
Rowan EXL II
(3)
|
EXL
|
350
|
35,000
|
2011
|
Trinidad
|
Rowan EXL I
(3)
|
EXL
|
350
|
35,000
|
2010
|
Indonesia
|
Joe Douglas
(3)
|
240C
|
375
|
35,000
|
2012
|
US GOM
|
Ralph Coffman
(3)
|
240C
|
375
|
35,000
|
2009
|
Egypt
|
Rowan Mississippi
(3)
|
240C
|
375
|
35,000
|
2008
|
Middle East
|
J.P. Bussell
(3)
|
Tarzan
|
300
|
35,000
|
2008
|
Malaysia
|
Hank Boswell
(3)
|
Tarzan
|
300
|
35,000
|
2006
|
Middle East
|
Bob Keller
(3)
|
Tarzan
|
300
|
35,000
|
2005
|
Middle East
|
Scooter Yeargain
(3)
|
Tarzan
|
300
|
35,000
|
2004
|
Middle East
|
Bob Palmer
(3)
|
Super Gorilla XL
|
490
|
35,000
|
2003
|
Middle East
|
Rowan Gorilla VII
(4)
|
Super Gorilla
|
450
|
35,000
|
2002
|
U.K. North Sea
|
Rowan Gorilla VI
(4)
|
Super Gorilla
|
450
|
35,000
|
2000
|
U.K. North Sea
|
Rowan Gorilla V
(4)
|
Super Gorilla
|
400
|
35,000
|
1998
|
U.K. North Sea
|
Rowan Gorilla IV
(3)
|
Gorilla
|
450
|
35,000
|
1986
|
US GOM
|
|
|
|
|
|
|
Premium Jack-ups:
(5)
|
|
|
|
|
|
Rowan Gorilla III
(3)
|
Gorilla
|
450
|
30,000
|
1984
|
Trinidad
|
Rowan Gorilla II
(3)
|
Gorilla
|
480
|
30,000
|
1984
|
Indonesia
|
Rowan California
(3)
|
116C
|
300
|
25,000
|
1983
|
Middle East
|
Cecil Provine
(3)
|
116C
|
300
|
30,000
|
1982
|
US GOM
|
Gilbert Rowe
(3)
|
116C
|
300
|
30,000
|
1981/2013
|
Middle East
|
Arch Rowan
(3)
|
116C
|
350
|
30,000
|
1981
|
Middle East
|
Charles Rowan
(3)
|
116C
|
350
|
30,000
|
1981
|
Middle East
|
Rowan Middletown
(3)
|
116C
|
300
|
30,000
|
1980
|
Middle East
|
|
|
|
|
|
|
Conventional Jack-ups:
(6)
|
|
|
|
|
|
Rowan Juneau
|
Slot
|
250
|
30,000
|
1977
|
Stacked
|
Rowan Alaska
|
Slot
|
350
|
25,000
|
1975
|
Stacked
|
Rowan Louisiana
(3)
|
Slot
|
350
|
30,000
|
1975/2006
|
US GOM
|
(1)
|
Indicates rated water and drilling depths.
|
(2)
|
High-specification rigs are those that have hook-load capacity of at least two million pounds.
|
(3)
|
Unit is equipped with three mud pumps.
|
(4)
|
Unit is equipped with four mud pumps.
|
(5)
|
Premium jack-ups are cantilevered rigs capable of operating in water depths of 300 feet or more.
|
(6)
|
Units are equipped with skid-off capability, which is described under “Drilling Fleet” in Item 1, Business.
|
Name
|
Position
|
Age
|
|
|
|
W. Matt Ralls
|
Chief Executive Officer
|
64
|
Thomas P. Burke
|
President and Chief Operating Officer
|
46
|
J. Kevin Bartol
|
Executive Vice President, Chief Financial Officer and Treasurer
|
54
|
John L. Buvens
|
Executive Vice President, Legal
|
58
|
Mark A. Keller
|
Executive Vice President, Business Development
|
61
|
Melanie M. Trent
|
Senior Vice President, Chief Administrative Officer and Company Secretary
|
49
|
Gregory M. Hatfield
|
Vice President and Controller
|
44
|
|
|
2013
|
|
2012
|
||||||||||||
Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
|
$
|
36.85
|
|
|
$
|
31.55
|
|
|
$
|
39.40
|
|
|
$
|
30.78
|
|
Second
|
|
36.51
|
|
|
30.21
|
|
|
36.22
|
|
|
28.62
|
|
||||
Third
|
|
38.65
|
|
|
33.86
|
|
|
39.40
|
|
|
32.08
|
|
||||
Fourth
|
|
37.81
|
|
|
32.75
|
|
|
34.73
|
|
|
30.05
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||
Rowan
|
100.00
|
|
|
142.39
|
|
|
219.56
|
|
|
190.75
|
|
|
196.67
|
|
|
222.39
|
|
S&P 500 Index
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
Dow Jones US Oil Equipment & Services Index
|
100.00
|
|
|
165.15
|
|
|
210.29
|
|
|
184.16
|
|
|
184.76
|
|
|
237.25
|
|
Month ended
|
|
Total number of shares purchased
1
|
|
Average price paid per share
1
|
|
Total number of shares purchased as part of publicly announced plans or programs
2
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
2
|
||||||
Balance forward
|
|
|
|
|
|
|
|
$
|
24,987,408
|
|
||||
October 31, 2013
|
|
149
|
|
|
$
|
37.46
|
|
|
—
|
|
|
24,987,408
|
|
|
November 30, 2013
|
|
489
|
|
|
$
|
35.96
|
|
|
—
|
|
|
24,987,408
|
|
|
December 31, 2013
|
|
—
|
|
|
-
|
|
|
—
|
|
|
24,987,408
|
|
||
Total
|
|
638
|
|
|
$
|
36.31
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
1
The total number of shares purchased includes (i) shares acquired from employees and non-employee directors by an affiliated Employee Benefit Trust upon forfeiture of nonvested awards or in satisfaction of tax withholding requirements and (ii) shares purchased, if any, pursuant to a publicly announced share repurchase program described in note 2 below. The Company did not acquire any shares under its share repurchase program during the fourth quarter of 2013.
|
||||||||||||||
2
On July 25, 2012, the Board of Directors of Rowan plc, as successor issuer to RCI, approved the continuation of the previously announced $150 million share repurchase program, of which approximately $25 million remained available. Share repurchases may be commenced or suspended from time to time without prior notice. Any shares acquired under the share repurchase program will be canceled.
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,579,284
|
|
|
$
|
1,392,607
|
|
|
$
|
939,229
|
|
|
$
|
1,017,705
|
|
|
$
|
1,043,003
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct operating costs (excluding items shown below)
|
860,893
|
|
|
752,173
|
|
|
508,066
|
|
|
416,832
|
|
|
404,313
|
|
|||||
Depreciation and amortization
|
271,008
|
|
|
247,900
|
|
|
183,903
|
|
|
138,301
|
|
|
123,940
|
|
|||||
Selling, general and administrative
|
131,373
|
|
|
99,712
|
|
|
88,278
|
|
|
78,658
|
|
|
65,953
|
|
|||||
(Gain) loss on disposals of property and equipment
|
(20,119
|
)
|
|
(2,502
|
)
|
|
(1,577
|
)
|
|
402
|
|
|
(5,543
|
)
|
|||||
Material charges and other operating expenses
(1)
|
4,453
|
|
|
40,272
|
|
|
10,976
|
|
|
5,250
|
|
|
—
|
|
|||||
Total costs and expenses
|
1,247,608
|
|
|
1,137,555
|
|
|
789,646
|
|
|
639,443
|
|
|
588,663
|
|
|||||
Income from operations
|
331,676
|
|
|
255,052
|
|
|
149,583
|
|
|
378,262
|
|
|
454,340
|
|
|||||
Other income (expense) — net
|
(70,437
|
)
|
|
(71,582
|
)
|
|
(19,503
|
)
|
|
(18,727
|
)
|
|
(6,822
|
)
|
|||||
Income from continuing operations, before income taxes
|
261,239
|
|
|
183,470
|
|
|
130,080
|
|
|
359,535
|
|
|
447,518
|
|
|||||
Provision (benefit) for income taxes
|
8,663
|
|
|
(19,829
|
)
|
|
(5,659
|
)
|
|
91,934
|
|
|
119,186
|
|
|||||
Income from continuing operations
|
252,576
|
|
|
203,299
|
|
|
135,739
|
|
|
267,601
|
|
|
328,332
|
|
|||||
Discontinued operations, net of taxes
(2)
|
—
|
|
|
(22,697
|
)
|
|
601,102
|
|
|
12,394
|
|
|
39,172
|
|
|||||
Net income
|
$
|
252,576
|
|
|
$
|
180,602
|
|
|
$
|
736,841
|
|
|
$
|
279,995
|
|
|
$
|
367,504
|
|
Basic income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
2.04
|
|
|
$
|
1.65
|
|
|
$
|
1.09
|
|
|
$
|
2.29
|
|
|
$
|
2.89
|
|
Income from discontinued operations
|
—
|
|
|
(0.18
|
)
|
|
4.80
|
|
|
0.10
|
|
|
0.35
|
|
|||||
Net income
|
$
|
2.04
|
|
|
$
|
1.47
|
|
|
$
|
5.89
|
|
|
$
|
2.39
|
|
|
$
|
3.24
|
|
Diluted income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
2.03
|
|
|
$
|
1.64
|
|
|
$
|
1.07
|
|
|
$
|
2.25
|
|
|
$
|
2.89
|
|
Income from discontinued operations
|
—
|
|
|
(0.18
|
)
|
|
4.76
|
|
|
0.11
|
|
|
0.35
|
|
|||||
Net income
|
$
|
2.03
|
|
|
$
|
1.46
|
|
|
$
|
5.83
|
|
|
$
|
2.36
|
|
|
$
|
3.24
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,092,844
|
|
|
$
|
1,024,008
|
|
|
$
|
438,853
|
|
|
$
|
437,479
|
|
|
$
|
639,681
|
|
Property, plant and equipment — net
|
$
|
6,385,755
|
|
|
$
|
6,071,729
|
|
|
$
|
5,678,713
|
|
|
$
|
4,344,522
|
|
|
$
|
3,093,591
|
|
Total assets
|
$
|
7,975,761
|
|
|
$
|
7,699,487
|
|
|
$
|
6,597,845
|
|
|
$
|
6,217,457
|
|
|
$
|
5,210,694
|
|
Long-term debt, less current portion
|
$
|
2,008,700
|
|
|
$
|
2,009,598
|
|
|
$
|
1,089,335
|
|
|
$
|
1,133,745
|
|
|
$
|
787,490
|
|
Shareholders’ equity
|
$
|
4,893,761
|
|
|
$
|
4,531,724
|
|
|
$
|
4,325,987
|
|
|
$
|
3,752,310
|
|
|
$
|
3,110,370
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statistical Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current ratio
(3)
|
4.50
|
|
|
5.61
|
|
|
2.46
|
|
|
2.88
|
|
|
2.97
|
|
|||||
Long-term debt/total capitalization
|
0.29
|
|
|
0.31
|
|
|
0.20
|
|
|
0.23
|
|
|
0.20
|
|
|||||
Book value per share of common stock outstanding
|
39.39
|
|
|
36.48
|
|
|
35.01
|
|
|
29.71
|
|
|
27.31
|
|
|||||
Price range of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
High
|
38.65
|
|
|
39.40
|
|
|
44.83
|
|
|
35.39
|
|
|
27.54
|
|
|||||
Low
|
30.21
|
|
|
28.62
|
|
|
28.13
|
|
|
20.44
|
|
|
10.28
|
|
(1)
|
Material charges and other operating expenses consisted of the following: 2013 –
$4.5 million
of noncash asset impairment charges; 2012 – $13.8 million of legal and consulting fees incurred in connection with the Company’s redomestication, $12.0 million of repair costs for the
EXL I
following its collision with a tanker
,
$8.7 million of pension settlement costs in connection with lump sum pension payments to employees of the Company’s former manufacturing subsidiary, $8.1 million of noncash asset impairment charges, $2.3 million of incremental noncash share-based compensation cost in connection with the retirement of an employee, partially offset by a $4.7 million gain for cash received in connection with the settlement of a 2005 dispute with a customer; 2011 – a $6.1 million payment to settle a lawsuit in connection with the Company’s obligation under a charter agreement for the Rowan Halifax and $4.9 million of incremental noncash and cash compensation cost in connection with the separation of an employee; and 2010 – the cost of terminating the Company’s agency agreement in Mexico.
|
(2)
|
In 2011, the Company sold its manufacturing and land drilling operations. Operating results for manufacturing and land drilling have been reclassified to discontinued operations for each year presented.
|
(3)
|
Current ratio excludes assets and liabilities of discontinued operations.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues (in thousands):
|
|
|
|
|
|
||||||
North Sea
|
$
|
480,442
|
|
|
$
|
491,459
|
|
|
$
|
298,027
|
|
Middle East
(1)
|
432,739
|
|
|
400,359
|
|
|
263,589
|
|
|||
US GOM
|
236,712
|
|
|
206,348
|
|
|
260,405
|
|
|||
Southeast Asia
|
208,702
|
|
|
135,943
|
|
|
16,560
|
|
|||
Other international
(2)
|
184,224
|
|
|
122,159
|
|
|
89,364
|
|
|||
Subtotal - Day rate revenues
|
1,542,819
|
|
|
1,356,268
|
|
|
927,945
|
|
|||
Other revenues
(3)
|
36,465
|
|
|
36,339
|
|
|
11,284
|
|
|||
Total revenues
|
$
|
1,579,284
|
|
|
$
|
1,392,607
|
|
|
$
|
939,229
|
|
|
|
|
|
|
|
||||||
Revenue-producing days:
|
|
|
|
|
|
|
|
|
|||
North Sea
|
1,777
|
|
|
2,074
|
|
|
1,424
|
|
|||
Middle East
|
3,171
|
|
|
3,010
|
|
|
2,048
|
|
|||
US GOM
|
1,708
|
|
|
1,706
|
|
|
2,227
|
|
|||
Southeast Asia
|
1,291
|
|
|
994
|
|
|
136
|
|
|||
Other international
|
1,080
|
|
|
893
|
|
|
696
|
|
|||
Total revenue-producing days
|
9,027
|
|
|
8,677
|
|
|
6,531
|
|
|||
|
|
|
|
|
|
||||||
Average day rate:
(4)
|
|
|
|
|
|
|
|
|
|||
North Sea
|
$
|
270,378
|
|
|
$
|
236,962
|
|
|
$
|
209,289
|
|
Middle East
|
$
|
136,481
|
|
|
$
|
133,010
|
|
|
$
|
128,706
|
|
US GOM
|
$
|
138,550
|
|
|
$
|
120,954
|
|
|
$
|
116,931
|
|
Southeast Asia
|
$
|
161,694
|
|
|
$
|
136,764
|
|
|
121,765
|
|
|
Other international
|
$
|
170,627
|
|
|
$
|
136,796
|
|
|
$
|
128,397
|
|
Total fleet
|
$
|
170,912
|
|
|
$
|
156,306
|
|
|
$
|
142,083
|
|
|
|
|
|
|
|
||||||
Utilization:
(5)
|
|
|
|
|
|
|
|
|
|||
North Sea
|
81
|
%
|
|
94
|
%
|
|
94
|
%
|
|||
Middle East
|
83
|
%
|
|
75
|
%
|
|
53
|
%
|
|||
US GOM
|
67
|
%
|
|
59
|
%
|
|
71
|
%
|
|||
Southeast Asia
|
88
|
%
|
|
79
|
%
|
|
37
|
%
|
|||
Other international
|
99
|
%
|
|
94
|
%
|
|
67
|
%
|
|||
Total fleet
|
81
|
%
|
|
77
|
%
|
|
66
|
%
|
|||
|
|
|
|
|
|
||||||
(1) Our rigs operating in the Middle East are located in Saudi Arabia and Qatar. We also have a rig operating in Egypt, which is included in "other international."
|
|||||||||||
(2) "Other international" for, 2011 through 2013 includes two rigs operating in Trinidad and one in Egypt and for 2011, Mexico.
|
|||||||||||
(3) Other revenues, which are primarily revenues received for contract reimbursable costs, are excluded from the computation of average day rate.
|
|||||||||||
(4) Average day rate is computed by dividing day rate revenues by the number of revenue-producing days, including fractional days. Day rate revenues include the contractual rates and amounts received in lump sum, such as for rig mobilization or capital improvements, which are amortized over the initial term of the contract. Revenues attributable to reimbursable expenses are excluded from average day rates.
|
|||||||||||
(5) Utilization is the number of revenue-producing days, including fractional days, divided by the aggregate number of calendar days in the period.
|
|
2013
|
|
2012
|
||||||||||
|
Amount
|
|
% of Revenues
|
|
Amount
|
|
% of Revenues
|
||||||
Revenues
|
$
|
1,579.3
|
|
|
100
|
%
|
|
$
|
1,392.6
|
|
|
100
|
%
|
Operating costs (excluding items below)
|
(860.9
|
)
|
|
-55
|
%
|
|
(752.2
|
)
|
|
-54
|
%
|
||
Depreciation expense
|
(271.0
|
)
|
|
-17
|
%
|
|
(247.9
|
)
|
|
-18
|
%
|
||
Selling, general and administrative expenses
|
(131.3
|
)
|
|
-8
|
%
|
|
(99.7
|
)
|
|
-7
|
%
|
||
Net gain on property disposals
|
20.1
|
|
|
1
|
%
|
|
2.5
|
|
|
0
|
%
|
||
Material charges and other operating expenses
|
(4.5
|
)
|
|
—
|
%
|
|
(40.2
|
)
|
|
-3
|
%
|
||
Operating income
|
$
|
331.7
|
|
|
21
|
%
|
|
$
|
255.1
|
|
|
18
|
%
|
|
Increase
|
||
|
|
||
Higher average day rates for existing rigs
|
$
|
125.2
|
|
Higher utilization of existing rigs
|
48.1
|
|
|
Other, net
|
13.4
|
|
|
Net increase
|
$
|
186.7
|
|
|
Increase
|
||
|
|
||
Increase due to rigs operating in higher-cost locations
|
$
|
55.6
|
|
Expansion of foreign shorebases
|
14.6
|
|
|
Operations support
|
12.7
|
|
|
Repair costs for
Gorilla VII
|
12.4
|
|
|
Other, net
|
13.4
|
|
|
Net increase
|
$
|
108.7
|
|
|
2012
|
|
2011
|
||||||||||
|
Amount
|
|
% of Revenues
|
|
Amount
|
|
% of Revenues
|
||||||
Revenues
|
$
|
1,392.6
|
|
|
100
|
%
|
|
$
|
939.2
|
|
|
100
|
%
|
Operating costs (excluding items below)
|
(752.2
|
)
|
|
-54
|
%
|
|
(508.1
|
)
|
|
-54
|
%
|
||
Depreciation expense
|
(247.9
|
)
|
|
-18
|
%
|
|
(183.9
|
)
|
|
-20
|
%
|
||
Selling, general and administrative expenses
|
(99.7
|
)
|
|
-7
|
%
|
|
(88.2
|
)
|
|
-9
|
%
|
||
Net gain (loss) on property disposals
|
2.5
|
|
|
0
|
%
|
|
1.6
|
|
|
0
|
%
|
||
Material charges and other operating expenses
|
(40.2
|
)
|
|
-3
|
%
|
|
(11.0
|
)
|
|
-1
|
%
|
||
Operating income
|
$
|
255.1
|
|
|
18
|
%
|
|
$
|
149.6
|
|
|
16
|
%
|
|
Increase
|
||
|
|
||
Rig additions
|
$
|
257.4
|
|
Higher utilization of existing rigs
|
127.2
|
|
|
Higher average day rates for existing rigs
|
43.8
|
|
|
Revenues for reimbursable costs and other, net
|
25.0
|
|
|
Net increase
|
$
|
453.4
|
|
|
Increase
|
||
|
|
||
Operating costs attributable to fleet additions
|
$
|
112.6
|
|
Higher operating costs of rigs previously in shipyard or in transit
|
63.0
|
|
|
Expansion of foreign shorebases
|
32.9
|
|
|
Reimbursable expenses
|
24.9
|
|
|
Other, net
|
10.7
|
|
|
Net increase
|
$
|
244.1
|
|
|
February 20, 2014
|
|
February 21, 2013
|
||||
US GOM
|
$
|
1,861
|
|
|
$
|
594
|
|
North Sea
|
1,405
|
|
|
1,599
|
|
||
Middle East
|
1,029
|
|
|
790
|
|
||
West Africa
|
226
|
|
|
226
|
|
||
Southeast Asia
|
160
|
|
|
183
|
|
||
Other international
|
297
|
|
|
203
|
|
||
Total backlog
|
$
|
4,978
|
|
|
$
|
3,595
|
|
2014
|
$
|
1,339
|
|
2015
|
1,402
|
|
|
2016
|
1,168
|
|
|
2017
|
638
|
|
|
2018 and later years
|
431
|
|
|
Total backlog
|
$
|
4,978
|
|
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
$
|
1,092.8
|
|
|
$
|
1,024.0
|
|
Current assets (excluding assets of discontinued operations)
|
$
|
1,505.1
|
|
|
$
|
1,529.6
|
|
Current liabilities (excluding liabilities of discontinued operations)
|
$
|
334.5
|
|
|
$
|
272.8
|
|
Current ratio (excluding assets and liabilities of discontinued operations)
|
4.50
|
|
|
5.61
|
|
||
Long-term debt
|
$
|
2,008.7
|
|
|
$
|
2,009.6
|
|
Shareholders' equity
|
$
|
4,893.8
|
|
|
$
|
4,531.7
|
|
Long-term debt/total capitalization
|
0.29
|
|
|
0.31
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net operating cash flows
|
$
|
623.2
|
|
|
$
|
393.7
|
|
|
$
|
94.7
|
|
Borrowings, net of issue costs
|
—
|
|
|
1,102.9
|
|
|
—
|
|
|||
Capital expenditures
|
(607.3
|
)
|
|
(685.2
|
)
|
|
(1,517.7
|
)
|
|||
Debt repayments
|
—
|
|
|
(238.5
|
)
|
|
(52.2
|
)
|
|||
Proceeds from asset disposals
|
44.5
|
|
|
10.5
|
|
|
5.7
|
|
|||
Proceeds from equity compensation plans
|
2.9
|
|
|
0.6
|
|
|
19.9
|
|
|||
Proceeds from sales of manufacturing and land drilling operations, net
|
—
|
|
|
—
|
|
|
1,555.5
|
|
|||
Payments to acquire treasury stock
|
—
|
|
|
—
|
|
|
(125.0
|
)
|
|||
Net change in restricted cash balance
|
—
|
|
|
—
|
|
|
15.3
|
|
|||
All other, net
|
5.5
|
|
|
1.2
|
|
|
5.2
|
|
|||
Total net sources
|
$
|
68.8
|
|
|
$
|
585.2
|
|
|
$
|
1.4
|
|
•
|
$229 million towards construction of the ultra-deepwater drillships
Rowan Renaissance, Rowan Resolute,
Rowan Reliance
and
Rowan Relentless;
|
•
|
$323 million for improvements to the existing fleet, including contractually required modifications; and
|
•
|
$55 million for rig equipment inventory and other.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Within 1 year
|
|
2 to 3 years
|
|
4 to 5 years
|
|
After 5 years
|
||||||||||
Long-term debt, including interest
|
$
|
4,551
|
|
|
$
|
160
|
|
|
$
|
320
|
|
|
$
|
699
|
|
|
$
|
3,372
|
|
Newbuild construction contracts
|
1,977
|
|
|
1,522
|
|
|
455
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
190
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
48
|
|
|
7
|
|
|
10
|
|
|
10
|
|
|
21
|
|
|||||
Total
|
$
|
6,766
|
|
|
$
|
1,879
|
|
|
$
|
785
|
|
|
$
|
709
|
|
|
$
|
3,393
|
|
INDEX
|
Page
|
|
|
/s/ W. MATT RALLS
|
/s/ J. KEVIN BARTOL
|
W. Matt Ralls
|
J. Kevin Bartol
|
Chief Executive Officer
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
March 3, 2014
|
March 3, 2014
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
REVENUES
|
$
|
1,579,284
|
|
|
$
|
1,392,607
|
|
|
$
|
939,229
|
|
|
|
|
|
|
|
||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||
Direct operating costs (excluding items below)
|
860,893
|
|
|
752,173
|
|
|
508,066
|
|
|||
Depreciation and amortization
|
271,008
|
|
|
247,900
|
|
|
183,903
|
|
|||
Selling, general and administrative
|
131,373
|
|
|
99,712
|
|
|
88,278
|
|
|||
Gain on disposals of property and equipment
|
(20,119
|
)
|
|
(2,502
|
)
|
|
(1,577
|
)
|
|||
Material charges and other operating expenses
|
4,453
|
|
|
40,272
|
|
|
10,976
|
|
|||
Total costs and expenses
|
1,247,608
|
|
|
1,137,555
|
|
|
789,646
|
|
|||
|
|
|
|
|
|
||||||
INCOME FROM OPERATIONS
|
331,676
|
|
|
255,052
|
|
|
149,583
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|||
Interest expense, net of interest capitalized
|
(69,794
|
)
|
|
(50,717
|
)
|
|
(20,071
|
)
|
|||
Interest income
|
1,578
|
|
|
745
|
|
|
730
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
(22,223
|
)
|
|
—
|
|
|||
Other - net
|
(2,221
|
)
|
|
613
|
|
|
(162
|
)
|
|||
Total other income (expense) - net
|
(70,437
|
)
|
|
(71,582
|
)
|
|
(19,503
|
)
|
|||
|
|
|
|
|
|
||||||
INCOME FROM CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|||
BEFORE INCOME TAXES
|
261,239
|
|
|
183,470
|
|
|
130,080
|
|
|||
Provision (benefit) for income taxes
|
8,663
|
|
|
(19,829
|
)
|
|
(5,659
|
)
|
|||
|
|
|
|
|
|
||||||
NET INCOME FROM CONTINUING OPERATIONS
|
252,576
|
|
|
203,299
|
|
|
135,739
|
|
|||
|
|
|
|
|
|
||||||
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(22,697
|
)
|
|
3,107
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
597,995
|
|
|||
Discontinued operations, net of tax
|
—
|
|
|
(22,697
|
)
|
|
601,102
|
|
|||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
252,576
|
|
|
$
|
180,602
|
|
|
$
|
736,841
|
|
|
|
|
|
|
|
||||||
INCOME PER SHARE - BASIC:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
2.04
|
|
|
$
|
1.65
|
|
|
$
|
1.09
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.18
|
)
|
|
$
|
4.80
|
|
Net income
|
$
|
2.04
|
|
|
$
|
1.47
|
|
|
$
|
5.89
|
|
|
|
|
|
|
|
||||||
INCOME PER SHARE - DILUTED:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
2.03
|
|
|
$
|
1.64
|
|
|
$
|
1.07
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.18
|
)
|
|
$
|
4.76
|
|
Net income
|
$
|
2.03
|
|
|
$
|
1.46
|
|
|
$
|
5.83
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
NET INCOME
|
$
|
252,576
|
|
|
$
|
180,602
|
|
|
$
|
736,841
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|||
Pension and other postretirement benefit adjustments, net of tax:
|
|
|
|
|
|
|
|
|
|||
Prior service (cost) credit arising during the period, net of tax expense of ($1,255), $337, and $0, respectively
|
(2,330
|
)
|
|
626
|
|
|
—
|
|
|||
Net (loss) gain arising during the period, net of tax benefit of ($35,347), $8,340 and $43,017, respectively
|
65,645
|
|
|
(15,488
|
)
|
|
(79,888
|
)
|
|||
Amortization of net loss, net of tax expense of $9,959, $11,986 and $7,611, respectively
|
18,495
|
|
|
22,259
|
|
|
14,135
|
|
|||
Amortization of transition obligation, net of tax expense of $0, $166 and $297, respectively
|
—
|
|
|
308
|
|
|
552
|
|
|||
Amortization of prior service credit, net of tax benefit of $1,709, $1,678 and $8,063, respectively
|
(3,173
|
)
|
|
(3,116
|
)
|
|
(14,975
|
)
|
|||
|
|
|
|
|
|
||||||
|
78,637
|
|
|
4,589
|
|
|
(80,176
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
331,213
|
|
|
$
|
185,191
|
|
|
$
|
656,665
|
|
|
Shares outstanding
|
|
Class A Ordinary Shares/ Common stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Treasury shares
|
|
Accumulated other comprehensive income (loss)
|
|
Total shareholders' equity
|
|||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||
Balance, January 1, 2011
|
126,294
|
|
|
$
|
15,794
|
|
|
$
|
1,433,999
|
|
|
$
|
2,449,521
|
|
|
$
|
(1,509
|
)
|
|
$
|
(145,495
|
)
|
|
$
|
3,752,310
|
|
Net shares issued (acquired) under share-based compensation plans
|
1,206
|
|
|
153
|
|
|
14,907
|
|
|
—
|
|
|
(2,362
|
)
|
|
—
|
|
|
12,698
|
|
||||||
Shares reacquired
|
(3,919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,013
|
)
|
|
—
|
|
|
(125,013
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
24,199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,199
|
|
||||||
Excess tax benefit from share-based compensation plans
|
—
|
|
|
—
|
|
|
5,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,128
|
|
||||||
Retirement benefit adjustments, net of taxes of ($43,172)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,176
|
)
|
|
(80,176
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
736,841
|
|
|
—
|
|
|
—
|
|
|
736,841
|
|
||||||
Balance, December 31, 2011
|
123,581
|
|
|
15,947
|
|
|
1,478,233
|
|
|
3,186,362
|
|
|
(128,884
|
)
|
|
(225,671
|
)
|
|
4,325,987
|
|
||||||
Net shares issued (acquired) under share-based compensation plans
|
578
|
|
|
65
|
|
|
(21,212
|
)
|
|
—
|
|
|
17,511
|
|
|
—
|
|
|
(3,636
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
23,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,018
|
|
||||||
Excess tax benefit from share-based compensation plans
|
—
|
|
|
—
|
|
|
1,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,164
|
|
||||||
Retirement benefit adjustments, net of taxes of $2,472
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,589
|
|
|
4,589
|
|
||||||
Cancelation of treasury shares
|
—
|
|
|
(419
|
)
|
|
(109,068
|
)
|
|
—
|
|
|
109,487
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
180,602
|
|
|
—
|
|
|
—
|
|
|
180,602
|
|
||||||
Balance, December 31, 2012
|
124,211
|
|
|
15,593
|
|
|
1,372,135
|
|
|
3,366,964
|
|
|
(1,886
|
)
|
|
(221,082
|
)
|
|
4,531,724
|
|
||||||
Net shares issued (acquired) under share-based compensation plans
|
26
|
|
|
4
|
|
|
2,330
|
|
|
—
|
|
|
(4,076
|
)
|
|
—
|
|
|
(1,742
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
27,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,056
|
|
||||||
Excess tax benefit from share-based compensation plans
|
—
|
|
|
—
|
|
|
3,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,690
|
|
||||||
Retirement benefit adjustments, net of taxes of $42,342
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,637
|
|
|
78,637
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
252,576
|
|
|
—
|
|
|
—
|
|
|
252,576
|
|
||||||
Balance, December 31, 2013
|
124,237
|
|
|
$
|
15,597
|
|
|
$
|
1,407,031
|
|
|
$
|
3,619,540
|
|
|
$
|
(5,962
|
)
|
|
$
|
(142,445
|
)
|
|
$
|
4,893,761
|
|
|
Years ended Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
CASH PROVIDED BY OPERATIONS:
|
|
|
|
|
|
||||||
Net income
|
$
|
252,576
|
|
|
$
|
180,602
|
|
|
$
|
736,841
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
271,008
|
|
|
247,900
|
|
|
204,872
|
|
|||
Provision for pension and postretirement benefits
|
32,010
|
|
|
39,484
|
|
|
20,115
|
|
|||
Share-based compensation expense
|
33,931
|
|
|
24,808
|
|
|
22,088
|
|
|||
Postretirement benefit claims paid
|
(3,470
|
)
|
|
(3,811
|
)
|
|
(2,926
|
)
|
|||
Gain on disposals of property, plant and equipment
|
(20,119
|
)
|
|
(2,502
|
)
|
|
(4,100
|
)
|
|||
Deferred income taxes
|
(33,559
|
)
|
|
(4,649
|
)
|
|
(21,492
|
)
|
|||
Contributions to pension plans
|
(18,860
|
)
|
|
(42,055
|
)
|
|
(53,394
|
)
|
|||
Gain on sale of land drilling operations
|
—
|
|
|
—
|
|
|
(212,891
|
)
|
|||
Gain on sale of manufacturing operations
|
—
|
|
|
—
|
|
|
(670,614
|
)
|
|||
Write-off of deferred debt issuance costs
|
—
|
|
|
690
|
|
|
—
|
|
|||
Material charges
|
4,453
|
|
|
12,038
|
|
|
8,000
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Receivables - trade and other
|
30,784
|
|
|
(105,762
|
)
|
|
22,825
|
|
|||
Inventories
|
—
|
|
|
—
|
|
|
(104,468
|
)
|
|||
Prepaid expenses and other current assets
|
9,583
|
|
|
(9,879
|
)
|
|
303
|
|
|||
Accounts payable
|
32,373
|
|
|
(8,608
|
)
|
|
44,784
|
|
|||
Accrued income taxes
|
(17,714
|
)
|
|
16,210
|
|
|
(6,097
|
)
|
|||
Deferred revenues
|
2,175
|
|
|
16,120
|
|
|
41,428
|
|
|||
Billings in excess of costs and estimated profits on uncompleted contracts
|
—
|
|
|
—
|
|
|
29,493
|
|
|||
Other current liabilities
|
(12,441
|
)
|
|
17,873
|
|
|
10,263
|
|
|||
Net changes in other noncurrent assets and liabilities
|
60,446
|
|
|
15,250
|
|
|
29,649
|
|
|||
Net cash provided by operations
|
623,176
|
|
|
393,709
|
|
|
94,679
|
|
|||
|
|
|
|
|
|
||||||
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(607,311
|
)
|
|
(685,256
|
)
|
|
(1,517,674
|
)
|
|||
Proceeds from sale of manufacturing operations, net
|
—
|
|
|
—
|
|
|
1,041,861
|
|
|||
Proceeds from sale of land drilling operations, net
|
—
|
|
|
—
|
|
|
513,619
|
|
|||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
15,265
|
|
|||
Proceeds from disposals of property, plant and equipment
|
44,550
|
|
|
10,500
|
|
|
5,734
|
|
|||
Net cash provided by (used in) investing activities
|
(562,761
|
)
|
|
(674,756
|
)
|
|
58,805
|
|
|||
|
|
|
|
|
|
||||||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings
|
—
|
|
|
1,104,929
|
|
|
—
|
|
|||
Debt issue costs
|
—
|
|
|
(2,026
|
)
|
|
—
|
|
|||
Repayments of borrowings
|
—
|
|
|
(238,453
|
)
|
|
(52,166
|
)
|
|||
Proceeds from exercise of share options
|
2,911
|
|
|
588
|
|
|
19,941
|
|
|||
Excess tax benefits from share-based compensation
|
3,690
|
|
|
1,164
|
|
|
5,128
|
|
|||
Payments to acquire treasury shares
|
—
|
|
|
—
|
|
|
(125,013
|
)
|
|||
Other
|
1,820
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
8,421
|
|
|
866,202
|
|
|
(152,110
|
)
|
|||
|
|
|
|
|
|
||||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
68,836
|
|
|
585,155
|
|
|
1,374
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,024,008
|
|
|
438,853
|
|
|
437,479
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,092,844
|
|
|
$
|
1,024,008
|
|
|
$
|
438,853
|
|
|
2013
|
|
2012
|
||||
Trade
|
$
|
323,679
|
|
|
$
|
322,100
|
|
Income tax
|
6,759
|
|
|
88,568
|
|
||
Other
|
14,108
|
|
|
13,171
|
|
||
Total receivables - trade and other
|
$
|
344,546
|
|
|
$
|
423,839
|
|
|
Life (in years)
|
|
Salvage Value
|
|
Jack-up drilling rigs:
|
|
|
|
|
Hulls
|
35
|
|
20
|
%
|
Legs
|
30
|
|
20
|
%
|
Quarters
|
25
|
|
20
|
%
|
Drilling equipment
|
5 to 25
|
|
0% to 20%
|
|
|
|
|
|
|
Drill pipe and tubular equipment
|
4
|
|
10
|
%
|
Other property and equipment
|
3 to 30
|
|
various
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Average common shares outstanding
|
123,517
|
|
|
122,998
|
|
|
125,044
|
|
Add dilutive securities:
|
|
|
|
|
|
|
|
|
Nonvested restricted shares and restricted share units
|
542
|
|
|
457
|
|
|
765
|
|
Employee and director share options
|
121
|
|
|
160
|
|
|
298
|
|
Share appreciation rights
|
288
|
|
|
257
|
|
|
286
|
|
Average shares for diluted computations
|
124,468
|
|
|
123,872
|
|
|
126,393
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Employee and director share options
|
53
|
|
|
42
|
|
|
42
|
|
Share appreciation rights
|
1,012
|
|
|
616
|
|
|
266
|
|
Total potentially dilutive shares
|
1,065
|
|
|
658
|
|
|
308
|
|
|
|
|
|
2012
|
|
|
|
||||
|
Manufacturing
|
|
Drilling
|
|
Total
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Pretax income (loss)
|
$
|
(7,599
|
)
|
|
$
|
(3,603
|
)
|
|
$
|
(11,202
|
)
|
Provision (benefit) for taxes on income
|
15,751
|
|
|
(4,256
|
)
|
|
11,495
|
|
|||
Discontinued operations, net of tax
|
(23,350
|
)
|
|
653
|
|
|
(22,697
|
)
|
|||
|
|
|
|
|
|
||||||
|
|
|
|
2011
|
|
|
|
||||
|
Manufacturing
|
|
Drilling
|
|
Total
|
||||||
Revenues
|
$
|
224,488
|
|
|
$
|
126,957
|
|
|
$
|
351,445
|
|
|
|
|
|
|
|
||||||
Pretax income (loss)
|
$
|
(8,583
|
)
|
|
$
|
16,623
|
|
|
$
|
8,040
|
|
Provision (benefit) for taxes on income
|
1,507
|
|
|
3,426
|
|
|
4,933
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(10,090
|
)
|
|
$
|
13,197
|
|
|
$
|
3,107
|
|
|
|
|
|
|
|
||||||
Pretax gain on sale of discontinued operations
|
670,614
|
|
|
212,891
|
|
|
883,505
|
|
|||
Provision for tax on gain on sale
|
226,965
|
|
|
58,545
|
|
|
285,510
|
|
|||
Gain on sale of discontinued operations, net of tax
|
443,649
|
|
|
154,346
|
|
|
597,995
|
|
|||
Discontinued operations, net of tax
|
$
|
433,559
|
|
|
$
|
167,543
|
|
|
$
|
601,102
|
|
|
2013
|
|
2012
|
||||
Pension and other postretirement benefits
|
$
|
49,659
|
|
|
$
|
23,392
|
|
Compensation and related employee costs
|
59,096
|
|
|
43,732
|
|
||
Interest
|
27,841
|
|
|
27,711
|
|
||
Income taxes
|
8,374
|
|
|
26,088
|
|
||
Other
|
11,001
|
|
|
16,572
|
|
||
Total accrued liabilities
|
$
|
155,971
|
|
|
$
|
137,495
|
|
|
2013
|
|
2012
|
||||
5% Senior Notes, due September 2017 ($400 million principal amount; 5.1% effective rate)
|
$
|
398,961
|
|
|
$
|
398,678
|
|
7.875% Senior Notes, due August 2019 ($500 million principal amount; 8.0% effective rate)
|
498,171
|
|
|
497,842
|
|
||
4.875% Senior Notes, due June 2022 ($700 million principal amount; 4.6% effective rate)
|
713,208
|
|
|
714,775
|
|
||
5.4% Senior Notes, due December 2042 ($400 million principal amount; 5.4% effective rate)
|
398,360
|
|
|
398,303
|
|
||
Total long-term debt
|
$
|
2,008,700
|
|
|
$
|
2,009,598
|
|
•
|
Level 1 – Quoted prices for identical instruments in active markets,
|
•
|
Level 2 – Quoted market prices for similar instruments in active markets; quoted prices for identical instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets and
|
•
|
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable, such as those used in pricing models or discounted cash flow methodologies, for example.
|
|
|
|
Estimated fair value measurements
|
||||||||||||
|
Carrying value
|
|
Quoted prices in active markets (Level 1)
|
|
Significant other observable inputs (Level 2)
|
|
Significant other unobservable inputs (Level 3)
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Assets - cash equivalents
|
$
|
1,063,500
|
|
|
$
|
1,063,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Assets - cash equivalents
|
$
|
987,420
|
|
|
$
|
987,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
||||||||||||
|
Fair value
|
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
||||||||
5% Senior Notes, due 2017
|
$
|
433,879
|
|
|
$
|
398,961
|
|
|
$
|
445,568
|
|
|
$
|
398,678
|
|
7.875% Senior Notes, due 2019
|
603,177
|
|
|
498,171
|
|
|
617,076
|
|
|
497,842
|
|
||||
4.875% Senior Notes, due 2022
|
711,816
|
|
|
713,208
|
|
|
761,509
|
|
|
714,775
|
|
||||
5.4% Senior Notes, due 2042
|
368,602
|
|
|
398,360
|
|
|
406,493
|
|
|
398,303
|
|
||||
|
$
|
2,117,474
|
|
|
$
|
2,008,700
|
|
|
$
|
2,230,646
|
|
|
$
|
2,009,598
|
|
2014
|
$
|
7,099
|
|
2015
|
5,470
|
|
|
2016
|
4,984
|
|
|
2017
|
4,857
|
|
|
2018
|
4,798
|
|
|
Later years
|
20,876
|
|
|
|
$
|
48,084
|
|
|
Actual/scheduled delivery date
|
|
Total estimated project costs
|
|
Total costs incurred through Dec. 31, 2013
|
|
Projected costs in 2014
|
|
Projected costs in 2015
|
|
Total future costs
|
||||||||||
Rowan Renaissance
|
January 2014
|
|
$
|
729
|
|
|
$
|
290
|
|
|
$
|
439
|
|
|
$
|
—
|
|
|
$
|
439
|
|
Rowan Resolute
|
June 2014
|
|
741
|
|
|
285
|
|
|
456
|
|
|
—
|
|
|
456
|
|
|||||
Rowan Reliance
|
October 2014
|
|
730
|
|
|
207
|
|
|
519
|
|
|
4
|
|
|
523
|
|
|||||
Rowan Relentless
|
March 2015
|
|
747
|
|
|
188
|
|
|
108
|
|
|
451
|
|
|
559
|
|
|||||
|
|
|
$
|
2,947
|
|
|
$
|
970
|
|
|
$
|
1,522
|
|
|
$
|
455
|
|
|
$
|
1,977
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted shares and restricted share units
|
$
|
23,786
|
|
|
$
|
18,557
|
|
|
$
|
15,912
|
|
Share appreciation rights
|
6,412
|
|
|
5,358
|
|
|
5,813
|
|
|||
Share options
|
23
|
|
|
152
|
|
|
239
|
|
|||
Performance-based awards
|
3,710
|
|
|
741
|
|
|
124
|
|
|||
Total compensation cost
|
33,931
|
|
|
24,808
|
|
|
22,088
|
|
|||
Less: Discontinued operations
|
—
|
|
|
—
|
|
|
(1,003
|
)
|
|||
Continuing operations
|
$
|
33,931
|
|
|
$
|
24,808
|
|
|
$
|
21,085
|
|
|
Number of Shares
|
|
Weighted-average grant-date fair value per share
|
|||
Nonvested at January 1, 2013
|
1,032,034
|
|
|
$
|
35.80
|
|
Granted
|
2,500
|
|
|
33.88
|
|
|
Vested
|
(469,850
|
)
|
|
34.95
|
|
|
Forfeited
|
(11,243
|
)
|
|
36.23
|
|
|
Nonvested at December 31, 2013
|
553,441
|
|
|
$
|
36.50
|
|
|
Number of Shares
|
|
Weighted-average grant-date fair value per share
|
|||
Nonvested at January 1, 2013
|
24,144
|
|
|
$
|
34.74
|
|
Granted
|
610,072
|
|
|
34.43
|
|
|
Vested
|
(12,671
|
)
|
|
34.85
|
|
|
Forfeited
|
(17,880
|
)
|
|
34.10
|
|
|
Nonvested at December 31, 2013
|
603,665
|
|
|
$
|
34.44
|
|
|
Number of shares
|
|
Weighted-average grant-date fair value per share
|
|||
Outstanding at January 1, 2013
|
218,116
|
|
|
$
|
32.71
|
|
Granted
|
56,460
|
|
|
32.03
|
|
|
Settled
|
(23,928
|
)
|
|
34.16
|
|
|
Outstanding at December 31, 2013
|
250,648
|
|
|
$
|
32.42
|
|
|
|
|
|
|||
Vested at December 31, 2013
|
194,188
|
|
|
$
|
32.55
|
|
|
Number of shares under SARs
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual term (in years)
|
|
Aggregate intrinsic value (in thousands)
|
|||||
Outstanding at January 1, 2013
|
1,416,969
|
|
|
$
|
29.01
|
|
|
|
|
|
||
Granted
|
461,751
|
|
|
34.34
|
|
|
|
|
|
|||
Exercised
|
(32,232
|
)
|
|
19.74
|
|
|
|
|
|
|||
Forfeited or expired
|
(14,793
|
)
|
|
37.28
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
1,831,695
|
|
|
$
|
30.45
|
|
|
6.3
|
|
$
|
10,182
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2013
|
1,168,212
|
|
|
$
|
27.65
|
|
|
4.9
|
|
$
|
10,054
|
|
|
Number of shares under option
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual term (in years)
|
|
Aggregate intrinsic value (in thousands)
|
|||||
Outstanding at January 1, 2013
|
531,046
|
|
|
$
|
23.37
|
|
|
|
|
|
||
Exercised
|
(142,886
|
)
|
|
20.37
|
|
|
|
|
|
|||
Forfeited or expired
|
(3,517
|
)
|
|
19.76
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
384,643
|
|
|
$
|
24.52
|
|
|
2.0
|
|
$
|
4,266
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2013
|
384,643
|
|
|
$
|
24.52
|
|
|
2.0
|
|
$
|
4,266
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Pension benefits
|
|
Other benefits
|
|
Total
|
|
Pension benefits
|
|
Other benefits
|
|
Total
|
||||||||||||
Projected benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, January 1
|
$
|
733,355
|
|
|
$
|
76,639
|
|
|
$
|
809,994
|
|
|
$
|
690,351
|
|
|
$
|
87,059
|
|
|
$
|
777,410
|
|
Interest cost
|
29,984
|
|
|
3,006
|
|
|
32,990
|
|
|
30,613
|
|
|
3,501
|
|
|
34,114
|
|
||||||
Service cost
|
12,309
|
|
|
1,445
|
|
|
13,754
|
|
|
10,742
|
|
|
1,660
|
|
|
12,402
|
|
||||||
Actuarial (gain) loss
|
(58,907
|
)
|
|
(10,788
|
)
|
|
(69,695
|
)
|
|
53,273
|
|
|
(11,771
|
)
|
|
41,502
|
|
||||||
Plan amendments
|
3,585
|
|
|
—
|
|
|
3,585
|
|
|
(963
|
)
|
|
—
|
|
|
(963
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,047
|
)
|
|
—
|
|
|
(19,047
|
)
|
||||||
Benefits paid
|
(40,446
|
)
|
|
(3,470
|
)
|
|
(43,916
|
)
|
|
(31,614
|
)
|
|
(3,810
|
)
|
|
(35,424
|
)
|
||||||
Balance, December 31
|
679,880
|
|
|
66,832
|
|
|
746,712
|
|
|
733,355
|
|
|
76,639
|
|
|
809,994
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value, January 1
|
494,432
|
|
|
—
|
|
|
494,432
|
|
|
448,406
|
|
|
—
|
|
|
448,406
|
|
||||||
Actual return
|
69,603
|
|
|
—
|
|
|
69,603
|
|
|
54,632
|
|
|
—
|
|
|
54,632
|
|
||||||
Employer contributions
|
18,860
|
|
|
—
|
|
|
18,860
|
|
|
42,055
|
|
|
—
|
|
|
42,055
|
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,047
|
)
|
|
—
|
|
|
(19,047
|
)
|
||||||
Benefits paid
|
(40,446
|
)
|
|
—
|
|
|
(40,446
|
)
|
|
(31,614
|
)
|
|
—
|
|
|
(31,614
|
)
|
||||||
Fair value, December 31
|
542,449
|
|
|
—
|
|
|
542,449
|
|
|
494,432
|
|
|
—
|
|
|
494,432
|
|
||||||
Net benefit liabilities
|
$
|
(137,431
|
)
|
|
$
|
(66,832
|
)
|
|
$
|
(204,263
|
)
|
|
$
|
(238,923
|
)
|
|
$
|
(76,639
|
)
|
|
$
|
(315,562
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued liabilities
|
$
|
(45,599
|
)
|
|
$
|
(4,060
|
)
|
|
$
|
(49,659
|
)
|
|
$
|
(19,042
|
)
|
|
$
|
(4,350
|
)
|
|
$
|
(23,392
|
)
|
Other liabilities (long-term)
|
(91,832
|
)
|
|
(62,772
|
)
|
|
(154,604
|
)
|
|
(219,881
|
)
|
|
(72,289
|
)
|
|
(292,170
|
)
|
||||||
Net benefit liabilities
|
$
|
(137,431
|
)
|
|
$
|
(66,832
|
)
|
|
$
|
(204,263
|
)
|
|
$
|
(238,923
|
)
|
|
$
|
(76,639
|
)
|
|
$
|
(315,562
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated contributions in excess of (less than) net periodic benefit cost
|
$
|
90,708
|
|
|
$
|
(75,825
|
)
|
|
$
|
14,883
|
|
|
$
|
99,554
|
|
|
$
|
(74,990
|
)
|
|
$
|
24,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts not yet reflected in net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial (loss) gain
|
(252,794
|
)
|
|
8,961
|
|
|
(243,833
|
)
|
|
(371,452
|
)
|
|
(1,827
|
)
|
|
(373,279
|
)
|
||||||
Prior service credit
|
24,655
|
|
|
32
|
|
|
24,687
|
|
|
32,975
|
|
|
178
|
|
|
33,153
|
|
||||||
Total accumulated other comprehensive loss
|
(228,139
|
)
|
|
8,993
|
|
|
(219,146
|
)
|
|
(338,477
|
)
|
|
(1,649
|
)
|
|
(340,126
|
)
|
||||||
Net benefit liabilities
|
$
|
(137,431
|
)
|
|
$
|
(66,832
|
)
|
|
$
|
(204,263
|
)
|
|
$
|
(238,923
|
)
|
|
$
|
(76,639
|
)
|
|
$
|
(315,562
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Discount rate
|
4.58
|
%
|
|
4.74
|
%
|
|
|
|
|
4.17
|
%
|
|
3.89
|
%
|
|
|
|
||||||
Rate of compensation increase
|
4.15
|
%
|
|
|
|
|
|
|
|
4.15
|
%
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Accumulated benefit obligation
|
$
|
676,320
|
|
|
$
|
732,657
|
|
|
Pension benefits
|
|
Other retirement benefits
|
|
Total
|
||||||
Actuarial (loss) gain
|
$
|
(19,637
|
)
|
|
$
|
159
|
|
|
$
|
(19,478
|
)
|
Prior service credit
|
4,499
|
|
|
32
|
|
|
4,531
|
|
|||
Total amortization
|
$
|
(15,138
|
)
|
|
$
|
191
|
|
|
$
|
(14,947
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
12,309
|
|
|
$
|
10,742
|
|
|
$
|
11,882
|
|
Interest cost
|
29,984
|
|
|
30,613
|
|
|
31,359
|
|
|||
Expected return on plan assets
|
(38,305
|
)
|
|
(36,958
|
)
|
|
(34,008
|
)
|
|||
Recognized actuarial loss
|
28,454
|
|
|
25,504
|
|
|
21,515
|
|
|||
Amortization of prior service cost
|
(4,736
|
)
|
|
(4,647
|
)
|
|
(6,001
|
)
|
|||
Curtailment gain recognized
|
—
|
|
|
—
|
|
|
(12,014
|
)
|
|||
Settlement loss recognized
|
—
|
|
|
8,742
|
|
|
—
|
|
|||
Special termination benefit recognized
|
—
|
|
|
—
|
|
|
104
|
|
|||
Net periodic pension cost
|
$
|
27,706
|
|
|
$
|
33,996
|
|
|
$
|
12,837
|
|
Less: Discontinued operations
|
—
|
|
|
(402
|
)
|
|
6,598
|
|
|||
Continuing operations
|
$
|
27,706
|
|
|
$
|
33,594
|
|
|
$
|
19,435
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.16
|
%
|
|
4.58
|
%
|
|
5.36
|
%
|
|||
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|||
Rate of compensation increase
|
4.15
|
%
|
|
4.15
|
%
|
|
4.15
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
1,445
|
|
|
$
|
1,660
|
|
|
$
|
2,011
|
|
Interest cost
|
3,006
|
|
|
3,501
|
|
|
4,122
|
|
|||
Recognized actuarial loss
|
—
|
|
|
—
|
|
|
233
|
|
|||
Amortization of transition obligation
|
—
|
|
|
475
|
|
|
600
|
|
|||
Amortization of prior service cost
|
(147
|
)
|
|
(147
|
)
|
|
(185
|
)
|
|||
Special termination benefit recognized
|
—
|
|
|
—
|
|
|
396
|
|
|||
Curtailment loss recognized
|
—
|
|
|
—
|
|
|
102
|
|
|||
Net periodic cost of other postretirement benefits
|
$
|
4,304
|
|
|
$
|
5,489
|
|
|
$
|
7,279
|
|
Less: Discontinued operations
|
—
|
|
|
—
|
|
|
(1,618
|
)
|
|||
Continuing operations
|
$
|
4,304
|
|
|
$
|
5,489
|
|
|
$
|
5,661
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.89
|
%
|
|
4.46
|
%
|
|
5.14
|
%
|
|
One-percentage-point change
|
||||||
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components for the year
|
$
|
345
|
|
|
$
|
(289
|
)
|
Effect on postretirement benefit obligation at year-end
|
3,092
|
|
|
(2,726
|
)
|
|
Target range
|
|
Total
|
|
Quoted prices in active markets for identical assets (Level 1)
|
|
Significant observable inputs (Level 2)
|
|
Significant unobservable inputs (Level 3)
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||
Equities:
|
53% to 69%
|
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
22% to 28%
|
|
$
|
125,061
|
|
|
$
|
—
|
|
|
$
|
125,061
|
|
|
$
|
—
|
|
U.S. small cap
|
4% to 10%
|
|
36,330
|
|
|
—
|
|
|
36,330
|
|
|
—
|
|
||||
International all cap
|
21% to 29%
|
|
118,530
|
|
|
—
|
|
|
118,530
|
|
|
—
|
|
||||
International small cap
|
2% to 8%
|
|
31,270
|
|
|
—
|
|
|
31,270
|
|
|
—
|
|
||||
Real estate equities
|
0% to 13%
|
|
40,055
|
|
|
—
|
|
|
40,055
|
|
|
—
|
|
||||
Fixed income:
|
25% to 35%
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and equivalents
|
0% to 10%
|
|
59,301
|
|
|
—
|
|
|
59,301
|
|
|
—
|
|
||||
Aggregate
|
9% to 19%
|
|
66,074
|
|
|
—
|
|
|
66,074
|
|
|
—
|
|
||||
Core plus
|
9% to 19%
|
|
65,828
|
|
|
65,828
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
542,449
|
|
|
$
|
65,828
|
|
|
$
|
476,621
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equities:
|
45% to 59%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. large cap
|
18% to 24%
|
|
$
|
108,306
|
|
|
$
|
108,306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. small cap
|
4% to 10%
|
|
24,844
|
|
|
24,844
|
|
|
—
|
|
|
—
|
|
||||
International all cap
|
17% to 25%
|
|
103,064
|
|
|
—
|
|
|
103,064
|
|
|
—
|
|
||||
International small cap
|
2% to 8%
|
|
23,984
|
|
|
—
|
|
|
23,984
|
|
|
—
|
|
||||
Real estate equities
|
0% to 13%
|
|
37,899
|
|
|
—
|
|
|
37,899
|
|
|
—
|
|
||||
Fixed income:
|
25% to 35%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and equivalents
|
0% to 10%
|
|
14,719
|
|
|
1
|
|
|
14,718
|
|
|
—
|
|
||||
Aggregate
|
10% to 20%
|
|
67,460
|
|
|
—
|
|
|
67,460
|
|
|
—
|
|
||||
Core plus
|
10% to 20%
|
|
66,482
|
|
|
66,482
|
|
|
—
|
|
|
—
|
|
||||
Other
|
0% to 26%
|
|
47,674
|
|
|
—
|
|
|
—
|
|
|
47,674
|
|
||||
Total
|
|
|
$
|
494,432
|
|
|
$
|
199,633
|
|
|
$
|
247,125
|
|
|
$
|
47,674
|
|
•
|
Fair values of all U.S. equity securities, the international all cap equity securities and aggregate fixed income securities categorized as Level 2 were held in commingled funds which were valued daily based on a net asset value.
|
•
|
Fair value of international small cap equity securities categorized as Level 2 were held in a limited partnership fund which was valued monthly based on a net asset value.
|
•
|
The real estate categorized as Level 2 was held in two accounts (a commingled fund and a limited partnership). The assets in the commingled fund were valued monthly based on a net asset value and the assets in the limited partnership were valued quarterly based on a net asset value.
|
•
|
Cash and equivalents categorized as Level 2 were valued at cost, which approximates fair value.
|
•
|
Fair value of mutual fund investments in core plus fixed income securities categorized as Level 1 were based on quoted market prices which represent the net asset value of shares held.
|
•
|
Fair values of mutual fund investments in U.S. equity securities, core plus fixed income securities and cash and equivalents categorized as Level 1 were based on quoted market prices which represent the net asset value of shares held.
|
•
|
Fair values of small cap U.S. equity securities categorized in Level 1 are primarily based on quoted market prices.
|
•
|
Fair values of international all cap equity securities and aggregate fixed income securities categorized as Level 2 were held in commingled funds which were valued daily based on a net asset value.
|
•
|
Fair value of international small cap equity securities categorized as Level 2 were held in a limited partnership fund which was valued monthly based on a net asset value.
|
•
|
The real estate categorized as Level 2 was held in two accounts (a commingled fund and a limited partnership). The assets in the commingled fund were valued monthly based on a net asset value and the assets in the limited partnership were valued quarterly based on a net asset value.
|
•
|
Cash and equivalents categorized as Level 2 were valued at cost, which approximates fair value.
|
•
|
The assets categorized as Level 3 within the other category were held through a commingled fund that invested in hedge funds. The hedge fund of funds was not actively traded. The fair value disclosed represents the fair value as determined by the hedge fund manager.
|
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
47,674
|
|
|
$
|
—
|
|
Purchases
|
—
|
|
|
46,000
|
|
||
Sales
|
(51,311
|
)
|
|
—
|
|
||
Investment returns
|
3,637
|
|
|
1,674
|
|
||
Balance at December 31
|
$
|
—
|
|
|
$
|
47,674
|
|
|
Pension benefits
|
|
Other postretirement benefits
|
||||
Year ended December 31,
|
|
|
|
||||
2014
|
$
|
35,540
|
|
|
$
|
4,390
|
|
2015
|
37,560
|
|
|
4,710
|
|
||
2016
|
38,940
|
|
|
5,010
|
|
||
2017
|
39,680
|
|
|
5,250
|
|
||
2018
|
41,090
|
|
|
5,570
|
|
||
2019 through 2023
|
227,370
|
|
|
26,690
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
(38,025
|
)
|
|
$
|
(69,934
|
)
|
|
$
|
(39,708
|
)
|
Non - U.S.
|
31,932
|
|
|
23,931
|
|
|
15,368
|
|
|||
State
|
(5,141
|
)
|
|
100
|
|
|
566
|
|
|||
Current benefit
|
(11,234
|
)
|
|
(45,903
|
)
|
|
(23,774
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
20,827
|
|
|
45,794
|
|
|
27,401
|
|
|||
Non - U.S.
|
(930
|
)
|
|
(19,720
|
)
|
|
(9,286
|
)
|
|||
Deferred provision
|
19,897
|
|
|
26,074
|
|
|
18,115
|
|
|||
Total provision (benefit)
|
$
|
8,663
|
|
|
$
|
(19,829
|
)
|
|
$
|
(5,659
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Statutory rate
|
23.3
|
%
|
|
24.5
|
%
|
|
35
|
%
|
|||
Tax at statutory rate
|
$
|
60,738
|
|
|
$
|
44,950
|
|
|
$
|
45,528
|
|
Increase (decrease) due to:
|
|
|
|
|
|
|
|
|
|||
Capitalized interest transactions
|
(11,317
|
)
|
|
(39,204
|
)
|
|
—
|
|
|||
Foreign rate differential
|
(27,078
|
)
|
|
(27,591
|
)
|
|
(36,311
|
)
|
|||
Deferred intercompany gain/loss
|
(9,062
|
)
|
|
(8,749
|
)
|
|
(12,629
|
)
|
|||
Change in valuation allowance
|
8,381
|
|
|
2,806
|
|
|
—
|
|
|||
Prior period adjustments
|
(9,837
|
)
|
|
4,482
|
|
|
(1,398
|
)
|
|||
Unrecognized tax benefits
|
17,544
|
|
|
2,463
|
|
|
3,895
|
|
|||
Excess compensation
|
1,022
|
|
|
1,432
|
|
|
1,447
|
|
|||
Foreign taxes of subsidiaries for which U.S. federal income taxes have been provided
|
9,155
|
|
|
—
|
|
|
—
|
|
|||
Foreign tax credits
|
(31,078
|
)
|
|
(1,632
|
)
|
|
(10,409
|
)
|
|||
Extraterritorial income exclusion
|
(43
|
)
|
|
(45
|
)
|
|
(522
|
)
|
|||
Other, net
|
238
|
|
|
1,259
|
|
|
4,740
|
|
|||
Total provision (benefit)
|
$
|
8,663
|
|
|
$
|
(19,829
|
)
|
|
$
|
(5,659
|
)
|
|
2013
|
|
2012
|
||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
Deferred tax assets:
|
|
|
|
|
|
|
|
||||||||
Accrued employee benefit plan costs
|
$
|
27,295
|
|
|
$
|
76,619
|
|
|
$
|
27,011
|
|
|
$
|
118,961
|
|
U.S. net operating loss
|
—
|
|
|
28,486
|
|
|
—
|
|
|
30,623
|
|
||||
U.K. net operating loss
|
—
|
|
|
8,280
|
|
|
—
|
|
|
10,130
|
|
||||
Norway net operating loss
|
—
|
|
|
13,949
|
|
|
—
|
|
|
408
|
|
||||
Other
|
700
|
|
|
28,744
|
|
|
5,567
|
|
|
20,811
|
|
||||
Total deferred tax assets
|
27,995
|
|
|
156,078
|
|
|
32,578
|
|
|
180,933
|
|
||||
Less: valuation allowance
|
—
|
|
|
(25,909
|
)
|
|
—
|
|
|
(17,528
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
27,995
|
|
|
130,169
|
|
|
32,578
|
|
|
163,405
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property, plant and equipment
|
—
|
|
|
514,612
|
|
|
—
|
|
|
590,334
|
|
||||
Other
|
5,858
|
|
|
45,212
|
|
|
5,950
|
|
|
46,943
|
|
||||
Total deferred tax liabilities
|
5,858
|
|
|
559,824
|
|
|
5,950
|
|
|
637,277
|
|
||||
Net deferred tax asset (liability)
|
$
|
22,137
|
|
|
$
|
(429,655
|
)
|
|
$
|
26,628
|
|
|
$
|
(473,872
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gross unrecognized tax benefits - beginning of year
|
$
|
58,900
|
|
|
$
|
55,300
|
|
|
$
|
51,000
|
|
Gross increases - tax positions in prior period
|
11,021
|
|
|
700
|
|
|
4,300
|
|
|||
Gross decreases - tax positions in prior period
|
(4,114
|
)
|
|
—
|
|
|
—
|
|
|||
Gross increases - current period tax positions
|
16,674
|
|
|
2,900
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
(561
|
)
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefit - end of year
|
$
|
81,920
|
|
|
$
|
58,900
|
|
|
$
|
55,300
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
$
|
163,400
|
|
|
$
|
9,800
|
|
|
$
|
(1,200
|
)
|
Non-U.S.
|
97,800
|
|
|
173,700
|
|
|
131,300
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Saudi Arabia
|
$
|
412,799
|
|
|
$
|
376,406
|
|
|
$
|
204,086
|
|
United Kingdom
|
327,217
|
|
|
385,174
|
|
|
230,638
|
|
|||
United States
|
240,820
|
|
|
209,296
|
|
|
264,255
|
|
|||
Norway
|
168,931
|
|
|
131,251
|
|
|
73,829
|
|
|||
Malaysia
|
127,216
|
|
|
88,960
|
|
|
6,776
|
|
|||
Trinidad
|
101,262
|
|
|
98,764
|
|
|
56,682
|
|
|||
Indonesia
|
90,027
|
|
|
13,677
|
|
|
—
|
|
|||
Egypt
|
89,074
|
|
|
25,435
|
|
|
5,261
|
|
|||
Qatar
|
21,938
|
|
|
26,298
|
|
|
59,824
|
|
|||
Vietnam
|
—
|
|
|
37,346
|
|
|
9,901
|
|
|||
Mexico
|
—
|
|
|
—
|
|
|
27,977
|
|
|||
Consolidated revenues
|
$
|
1,579,284
|
|
|
$
|
1,392,607
|
|
|
$
|
939,229
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
United Kingdom
|
$
|
1,336,400
|
|
|
$
|
1,555,324
|
|
|
$
|
1,562,942
|
|
Saudi Arabia
|
1,204,915
|
|
|
1,103,220
|
|
|
1,078,663
|
|
|||
Rigs under construction
|
1,009,382
|
|
|
756,245
|
|
|
711,558
|
|
|||
United States
|
868,147
|
|
|
903,823
|
|
|
1,234,233
|
|
|||
Norway
|
503,308
|
|
|
495,518
|
|
|
501,447
|
|
|||
Malaysia
|
386,402
|
|
|
447,949
|
|
|
45,039
|
|
|||
Netherlands
|
270,409
|
|
|
—
|
|
|
—
|
|
|||
Trinidad
|
254,671
|
|
|
250,765
|
|
|
258,749
|
|
|||
Indonesia
|
251,169
|
|
|
184,706
|
|
|
—
|
|
|||
Egypt
|
215,712
|
|
|
220,897
|
|
|
—
|
|
|||
Qatar
|
85,240
|
|
|
153,282
|
|
|
87,781
|
|
|||
Vietnam
|
—
|
|
|
—
|
|
|
198,205
|
|
|||
Other
|
—
|
|
|
—
|
|
|
96
|
|
|||
Consolidated long-lived assets
|
$
|
6,385,755
|
|
|
$
|
6,071,729
|
|
|
$
|
5,678,713
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Accrued but unpaid additions to property and equipment at December 31
|
$
|
49,220
|
|
|
$
|
41,754
|
|
|
$
|
66,764
|
|
Cash interest payments in excess of interest capitalized
|
65,824
|
|
|
44,579
|
|
|
14,802
|
|
|||
Net cash income tax payments (refunds)
|
(5,929
|
)
|
|
13,150
|
|
|
276,839
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
64,292
|
|
|
$
|
92,116
|
|
|
$
|
936,436
|
|
|
$
|
—
|
|
|
$
|
1,092,844
|
|
Receivables - trade and other
|
58
|
|
|
7,878
|
|
|
336,610
|
|
|
—
|
|
|
344,546
|
|
|||||
Other current assets
|
289
|
|
|
45,031
|
|
|
22,355
|
|
|
—
|
|
|
67,675
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
23,813
|
|
|
—
|
|
|
—
|
|
|
23,813
|
|
|||||
Total current assets
|
64,639
|
|
|
168,838
|
|
|
1,295,401
|
|
|
—
|
|
|
1,528,878
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment - gross
|
—
|
|
|
593,606
|
|
|
7,604,109
|
|
|
—
|
|
|
8,197,715
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
243,666
|
|
|
1,568,294
|
|
|
—
|
|
|
1,811,960
|
|
|||||
Property, plant and equipment - net
|
—
|
|
|
349,940
|
|
|
6,035,815
|
|
|
—
|
|
|
6,385,755
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in subsidiaries
|
4,860,492
|
|
|
5,843,020
|
|
|
—
|
|
|
(10,703,512
|
)
|
|
—
|
|
|||||
Due from affiliates
|
136
|
|
|
1,439,112
|
|
|
579,501
|
|
|
(2,018,749
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
35,071
|
|
|
26,057
|
|
|
—
|
|
|
61,128
|
|
|||||
|
$
|
4,925,267
|
|
|
$
|
7,835,981
|
|
|
$
|
7,936,774
|
|
|
$
|
(12,722,261
|
)
|
|
$
|
7,975,761
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable - trade
|
$
|
1,359
|
|
|
$
|
13,409
|
|
|
$
|
109,208
|
|
|
$
|
—
|
|
|
$
|
123,976
|
|
Deferred revenues
|
—
|
|
|
—
|
|
|
54,515
|
|
|
—
|
|
|
54,515
|
|
|||||
Accrued liabilities
|
—
|
|
|
101,478
|
|
|
54,493
|
|
|
—
|
|
|
155,971
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
20,122
|
|
|
—
|
|
|
—
|
|
|
20,122
|
|
|||||
Total current liabilities
|
1,359
|
|
|
135,009
|
|
|
218,216
|
|
|
—
|
|
|
354,584
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
—
|
|
|
2,008,700
|
|
|
—
|
|
|
—
|
|
|
2,008,700
|
|
|||||
Due to affiliates
|
22,012
|
|
|
575,184
|
|
|
1,421,553
|
|
|
(2,018,749
|
)
|
|
—
|
|
|||||
Other liabilities
|
8,135
|
|
|
194,966
|
|
|
85,960
|
|
|
—
|
|
|
289,061
|
|
|||||
Deferred income taxes - net
|
—
|
|
|
126,681
|
|
|
302,974
|
|
|
—
|
|
|
429,655
|
|
|||||
Shareholders' equity
|
4,893,761
|
|
|
4,795,441
|
|
|
5,908,071
|
|
|
(10,703,512
|
)
|
|
4,893,761
|
|
|||||
|
$
|
4,925,267
|
|
|
$
|
7,835,981
|
|
|
$
|
7,936,774
|
|
|
$
|
(12,722,261
|
)
|
|
$
|
7,975,761
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
58,628
|
|
|
$
|
228,085
|
|
|
$
|
737,295
|
|
|
$
|
—
|
|
|
$
|
1,024,008
|
|
Receivables - trade and other
|
107
|
|
|
95,386
|
|
|
328,346
|
|
|
—
|
|
|
423,839
|
|
|||||
Other current assets
|
293
|
|
|
46,614
|
|
|
34,842
|
|
|
—
|
|
|
81,749
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
22,954
|
|
|
—
|
|
|
—
|
|
|
22,954
|
|
|||||
Total current assets
|
59,028
|
|
|
393,039
|
|
|
1,100,483
|
|
|
—
|
|
|
1,552,550
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment - gross
|
—
|
|
|
1,311,987
|
|
|
6,349,106
|
|
|
—
|
|
|
7,661,093
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
487,147
|
|
|
1,102,217
|
|
|
—
|
|
|
1,589,364
|
|
|||||
Property, plant and equipment - net
|
—
|
|
|
824,840
|
|
|
5,246,889
|
|
|
—
|
|
|
6,071,729
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in subsidiaries
|
4,562,016
|
|
|
1,355,968
|
|
|
—
|
|
|
(5,917,984
|
)
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
|
4,524,480
|
|
|
391,008
|
|
|
(4,915,488
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
37,787
|
|
|
37,421
|
|
|
—
|
|
|
75,208
|
|
|||||
|
$
|
4,621,044
|
|
|
$
|
7,136,114
|
|
|
$
|
6,775,801
|
|
|
$
|
(10,833,472
|
)
|
|
$
|
7,699,487
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable - trade
|
$
|
1,277
|
|
|
$
|
23,210
|
|
|
$
|
58,517
|
|
|
$
|
—
|
|
|
$
|
83,004
|
|
Deferred revenues
|
—
|
|
|
—
|
|
|
52,340
|
|
|
—
|
|
|
52,340
|
|
|||||
Accrued liabilities
|
—
|
|
|
73,443
|
|
|
64,052
|
|
|
—
|
|
|
137,495
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
21,255
|
|
|
—
|
|
|
—
|
|
|
21,255
|
|
|||||
Total current liabilities
|
1,277
|
|
|
117,908
|
|
|
174,909
|
|
|
—
|
|
|
294,094
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
—
|
|
|
2,009,598
|
|
|
—
|
|
|
—
|
|
|
2,009,598
|
|
|||||
Due to affiliates
|
88,043
|
|
|
—
|
|
|
4,827,445
|
|
|
(4,915,488
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
323,778
|
|
|
66,421
|
|
|
—
|
|
|
390,199
|
|
|||||
Deferred income taxes - net
|
—
|
|
|
122,814
|
|
|
351,058
|
|
|
—
|
|
|
473,872
|
|
|||||
Shareholders' equity
|
4,531,724
|
|
|
4,562,016
|
|
|
1,355,968
|
|
|
(5,917,984
|
)
|
|
4,531,724
|
|
|||||
|
$
|
4,621,044
|
|
|
$
|
7,136,114
|
|
|
$
|
6,775,801
|
|
|
$
|
(10,833,472
|
)
|
|
$
|
7,699,487
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
REVENUES
|
$
|
—
|
|
|
$
|
114,673
|
|
|
$
|
1,573,111
|
|
|
$
|
(108,500
|
)
|
|
$
|
1,579,284
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct operating costs (excluding items below)
|
—
|
|
|
11,421
|
|
|
957,972
|
|
|
(108,500
|
)
|
|
860,893
|
|
|||||
Depreciation and amortization
|
—
|
|
|
39,658
|
|
|
231,350
|
|
|
—
|
|
|
271,008
|
|
|||||
Selling, general and administrative
|
28,456
|
|
|
3,119
|
|
|
99,798
|
|
|
—
|
|
|
131,373
|
|
|||||
Loss (gain) on disposals of property and equipment
|
—
|
|
|
130
|
|
|
(20,249
|
)
|
|
—
|
|
|
(20,119
|
)
|
|||||
Material charges and other operating expenses
|
—
|
|
|
—
|
|
|
4,453
|
|
|
—
|
|
|
4,453
|
|
|||||
Total costs and expenses
|
28,456
|
|
|
54,328
|
|
|
1,273,324
|
|
|
(108,500
|
)
|
|
1,247,608
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(28,456
|
)
|
|
60,345
|
|
|
299,787
|
|
|
—
|
|
|
331,676
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net of interest capitalized
|
—
|
|
|
(69,794
|
)
|
|
(213
|
)
|
|
213
|
|
|
(69,794
|
)
|
|||||
Interest income
|
210
|
|
|
528
|
|
|
1,053
|
|
|
(213
|
)
|
|
1,578
|
|
|||||
Other - net
|
9,997
|
|
|
(9,915
|
)
|
|
(2,303
|
)
|
|
—
|
|
|
(2,221
|
)
|
|||||
Total other income (expense) - net
|
10,207
|
|
|
(79,181
|
)
|
|
(1,463
|
)
|
|
—
|
|
|
(70,437
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(18,249
|
)
|
|
(18,836
|
)
|
|
298,324
|
|
|
—
|
|
|
261,239
|
|
|||||
(Benefit) provision for income taxes
|
—
|
|
|
(47,325
|
)
|
|
55,988
|
|
|
—
|
|
|
8,663
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(18,249
|
)
|
|
28,489
|
|
|
242,336
|
|
|
—
|
|
|
252,576
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX
|
270,825
|
|
|
176,494
|
|
|
—
|
|
|
(447,319
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
$
|
252,576
|
|
|
$
|
204,983
|
|
|
$
|
242,336
|
|
|
$
|
(447,319
|
)
|
|
$
|
252,576
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
REVENUES
|
$
|
—
|
|
|
$
|
133,346
|
|
|
$
|
1,362,955
|
|
|
$
|
(103,694
|
)
|
|
$
|
1,392,607
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct operating costs (excluding items below)
|
—
|
|
|
35,057
|
|
|
820,810
|
|
|
(103,694
|
)
|
|
752,173
|
|
|||||
Depreciation and amortization
|
—
|
|
|
50,377
|
|
|
197,523
|
|
|
—
|
|
|
247,900
|
|
|||||
Selling, general and administrative
|
17,508
|
|
|
14,686
|
|
|
67,518
|
|
|
—
|
|
|
99,712
|
|
|||||
Gain on disposals of property and equipment
|
—
|
|
|
(572
|
)
|
|
(1,930
|
)
|
|
—
|
|
|
(2,502
|
)
|
|||||
Material charges and other operating expenses
|
13,835
|
|
|
14,476
|
|
|
11,961
|
|
|
—
|
|
|
40,272
|
|
|||||
Total costs and expenses
|
31,343
|
|
|
114,024
|
|
|
1,095,882
|
|
|
(103,694
|
)
|
|
1,137,555
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(31,343
|
)
|
|
19,322
|
|
|
267,073
|
|
|
—
|
|
|
255,052
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net of interest capitalized
|
—
|
|
|
(50,513
|
)
|
|
(279
|
)
|
|
75
|
|
|
(50,717
|
)
|
|||||
Interest income
|
74
|
|
|
362
|
|
|
384
|
|
|
(75
|
)
|
|
745
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
(21,603
|
)
|
|
(620
|
)
|
|
—
|
|
|
(22,223
|
)
|
|||||
Other - net
|
4,920
|
|
|
(5,065
|
)
|
|
758
|
|
|
—
|
|
|
613
|
|
|||||
Total other income (expense) - net
|
4,994
|
|
|
(76,819
|
)
|
|
243
|
|
|
—
|
|
|
(71,582
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(26,349
|
)
|
|
(57,497
|
)
|
|
267,316
|
|
|
—
|
|
|
183,470
|
|
|||||
(Benefit) provision for income taxes
|
—
|
|
|
(77,681
|
)
|
|
57,852
|
|
|
—
|
|
|
(19,829
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(26,349
|
)
|
|
20,184
|
|
|
209,464
|
|
|
—
|
|
|
203,299
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
DISCONTINUED OPERATIONS, NET OF TAX
|
—
|
|
|
(22,697
|
)
|
|
—
|
|
|
—
|
|
|
(22,697
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX
|
206,951
|
|
|
98,884
|
|
|
—
|
|
|
(305,835
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
$
|
180,602
|
|
|
$
|
96,371
|
|
|
$
|
209,464
|
|
|
$
|
(305,835
|
)
|
|
$
|
180,602
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
REVENUES
|
$
|
—
|
|
|
$
|
128,561
|
|
|
$
|
925,238
|
|
|
$
|
(114,570
|
)
|
|
$
|
939,229
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct operating costs (excluding items below)
|
—
|
|
|
76,869
|
|
|
545,767
|
|
|
(114,570
|
)
|
|
508,066
|
|
|||||
Depreciation and amortization
|
—
|
|
|
58,874
|
|
|
125,029
|
|
|
—
|
|
|
183,903
|
|
|||||
Selling, general and administrative
|
2,161
|
|
|
22,598
|
|
|
63,519
|
|
|
—
|
|
|
88,278
|
|
|||||
Gain on disposals of property and equipment
|
—
|
|
|
(157
|
)
|
|
(1,420
|
)
|
|
—
|
|
|
(1,577
|
)
|
|||||
Material charges and other operating expenses
|
—
|
|
|
10,976
|
|
|
—
|
|
|
—
|
|
|
10,976
|
|
|||||
Total costs and expenses
|
2,161
|
|
|
169,160
|
|
|
732,895
|
|
|
(114,570
|
)
|
|
789,646
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(2,161
|
)
|
|
(40,599
|
)
|
|
192,343
|
|
|
—
|
|
|
149,583
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net of interest capitalized
|
—
|
|
|
(19,560
|
)
|
|
(3,162
|
)
|
|
2,651
|
|
|
(20,071
|
)
|
|||||
Interest income
|
1
|
|
|
3,110
|
|
|
270
|
|
|
(2,651
|
)
|
|
730
|
|
|||||
Other - net
|
—
|
|
|
640
|
|
|
(802
|
)
|
|
—
|
|
|
(162
|
)
|
|||||
Total other income (expense) - net
|
1
|
|
|
(15,810
|
)
|
|
(3,694
|
)
|
|
—
|
|
|
(19,503
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(2,160
|
)
|
|
(56,409
|
)
|
|
188,649
|
|
|
—
|
|
|
130,080
|
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
(22,501
|
)
|
|
16,842
|
|
|
—
|
|
|
(5,659
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(2,160
|
)
|
|
(33,908
|
)
|
|
171,807
|
|
|
—
|
|
|
135,739
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
DISCONTINUED OPERATIONS, NET OF TAX
|
—
|
|
|
585,926
|
|
|
15,176
|
|
|
—
|
|
|
601,102
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX
|
739,001
|
|
|
179,168
|
|
|
—
|
|
|
(918,169
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
$
|
736,841
|
|
|
$
|
731,186
|
|
|
$
|
186,983
|
|
|
$
|
(918,169
|
)
|
|
$
|
736,841
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET INCOME
|
$
|
252,576
|
|
|
$
|
204,983
|
|
|
$
|
242,336
|
|
|
$
|
(447,319
|
)
|
|
$
|
252,576
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pension and other postretirement benefit adjustments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss arising during the period
|
65,645
|
|
|
65,645
|
|
|
—
|
|
|
(65,645
|
)
|
|
65,645
|
|
|||||
Prior service credit arising during the period
|
(2,330
|
)
|
|
(2,330
|
)
|
|
—
|
|
|
2,330
|
|
|
(2,330
|
)
|
|||||
Amortization of net loss
|
18,495
|
|
|
18,495
|
|
|
—
|
|
|
(18,495
|
)
|
|
18,495
|
|
|||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of prior service credit
|
(3,173
|
)
|
|
(3,173
|
)
|
|
—
|
|
|
3,173
|
|
|
(3,173
|
)
|
|||||
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||
|
78,637
|
|
|
78,637
|
|
|
—
|
|
|
(78,637
|
)
|
|
78,637
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
COMPREHENSIVE INCOME
|
$
|
331,213
|
|
|
$
|
283,620
|
|
|
$
|
242,336
|
|
|
$
|
(525,956
|
)
|
|
$
|
331,213
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET INCOME
|
$
|
180,602
|
|
|
$
|
96,371
|
|
|
$
|
209,464
|
|
|
$
|
(305,835
|
)
|
|
$
|
180,602
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pension and other postretirement benefit adjustments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss arising during the period
|
(15,488
|
)
|
|
(15,488
|
)
|
|
—
|
|
|
15,488
|
|
|
(15,488
|
)
|
|||||
Prior service credit arising during the period
|
626
|
|
|
626
|
|
|
—
|
|
|
(626
|
)
|
|
626
|
|
|||||
Amortization of net loss
|
22,259
|
|
|
22,259
|
|
|
—
|
|
|
(22,259
|
)
|
|
22,259
|
|
|||||
Amortization of transition obligation
|
308
|
|
|
308
|
|
|
—
|
|
|
(308
|
)
|
|
308
|
|
|||||
Amortization of prior service credit
|
(3,116
|
)
|
|
(3,116
|
)
|
|
—
|
|
|
3,116
|
|
|
(3,116
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
4,589
|
|
|
4,589
|
|
|
—
|
|
|
(4,589
|
)
|
|
4,589
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
COMPREHENSIVE INCOME
|
$
|
185,191
|
|
|
$
|
100,960
|
|
|
$
|
209,464
|
|
|
$
|
(310,424
|
)
|
|
$
|
185,191
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET INCOME
|
$
|
736,841
|
|
|
$
|
731,186
|
|
|
$
|
186,983
|
|
|
$
|
(918,169
|
)
|
|
$
|
736,841
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pension and other postretirement benefit adjustments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss arising during the period
|
(79,888
|
)
|
|
(79,888
|
)
|
|
—
|
|
|
79,888
|
|
|
(79,888
|
)
|
|||||
Amortization of net loss
|
14,135
|
|
|
14,135
|
|
|
—
|
|
|
(14,135
|
)
|
|
14,135
|
|
|||||
Amortization of transition obligation
|
552
|
|
|
552
|
|
|
—
|
|
|
(552
|
)
|
|
552
|
|
|||||
Amortization of prior service credit
|
(14,975
|
)
|
|
(14,975
|
)
|
|
—
|
|
|
14,975
|
|
|
(14,975
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(80,176
|
)
|
|
(80,176
|
)
|
|
—
|
|
|
80,176
|
|
|
(80,176
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
COMPREHENSIVE INCOME
|
$
|
656,665
|
|
|
$
|
651,010
|
|
|
$
|
186,983
|
|
|
$
|
(837,993
|
)
|
|
$
|
656,665
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
(13,993
|
)
|
|
$
|
160,703
|
|
|
$
|
476,466
|
|
|
$
|
—
|
|
|
$
|
623,176
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment additions
|
—
|
|
|
(49,594
|
)
|
|
(557,717
|
)
|
|
—
|
|
|
(607,311
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
—
|
|
|
2,432
|
|
|
42,118
|
|
|
—
|
|
|
44,550
|
|
|||||
Investments in consolidated subsidiaries
|
(100
|
)
|
|
(162,379
|
)
|
|
—
|
|
|
162,479
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in investing activities
|
(100
|
)
|
|
(209,541
|
)
|
|
(515,599
|
)
|
|
162,479
|
|
|
(562,761
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Advances (to) from affiliates
|
15,026
|
|
|
(90,821
|
)
|
|
75,795
|
|
|
—
|
|
|
—
|
|
|||||
Contributions from parent
|
—
|
|
|
—
|
|
|
162,479
|
|
|
(162,479
|
)
|
|
—
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
3,690
|
|
|
—
|
|
|
—
|
|
|
3,690
|
|
|||||
Proceeds from exercise of share options
|
2,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,911
|
|
|||||
Other
|
1,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
19,757
|
|
|
(87,131
|
)
|
|
238,274
|
|
|
(162,479
|
)
|
|
8,421
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
5,664
|
|
|
(135,969
|
)
|
|
199,141
|
|
|
—
|
|
|
68,836
|
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
58,628
|
|
|
228,085
|
|
|
737,295
|
|
|
—
|
|
|
1,024,008
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
64,292
|
|
|
$
|
92,116
|
|
|
$
|
936,436
|
|
|
$
|
—
|
|
|
$
|
1,092,844
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
33,797
|
|
|
$
|
94,628
|
|
|
$
|
406,149
|
|
|
$
|
(140,865
|
)
|
|
$
|
393,709
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment additions
|
—
|
|
|
(94,009
|
)
|
|
(591,247
|
)
|
|
—
|
|
|
(685,256
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
—
|
|
|
6,406
|
|
|
4,094
|
|
|
—
|
|
|
10,500
|
|
|||||
Investments in consolidated subsidiaries
|
—
|
|
|
(256,160
|
)
|
|
—
|
|
|
256,160
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in investing activities
|
—
|
|
|
(343,763
|
)
|
|
(587,153
|
)
|
|
256,160
|
|
|
(674,756
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayments of borrowings
|
—
|
|
|
(200,446
|
)
|
|
(38,007
|
)
|
|
—
|
|
|
(238,453
|
)
|
|||||
Advances (to) from affiliates
|
3,359
|
|
|
(611,666
|
)
|
|
608,307
|
|
|
—
|
|
|
—
|
|
|||||
Contributions from parent
|
—
|
|
|
—
|
|
|
256,160
|
|
|
(256,160
|
)
|
|
—
|
|
|||||
Proceeds from borrowings
|
—
|
|
|
1,104,929
|
|
|
—
|
|
|
—
|
|
|
1,104,929
|
|
|||||
Debt issue costs
|
—
|
|
|
(2,026
|
)
|
|
—
|
|
|
—
|
|
|
(2,026
|
)
|
|||||
Dividends paid to affiliates
|
—
|
|
|
—
|
|
|
(140,865
|
)
|
|
140,865
|
|
|
—
|
|
|||||
Proceeds from exercise of employee share options
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
1,164
|
|
|
—
|
|
|
—
|
|
|
1,164
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
3,359
|
|
|
292,543
|
|
|
685,595
|
|
|
(115,295
|
)
|
|
866,202
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
37,156
|
|
|
43,408
|
|
|
504,591
|
|
|
—
|
|
|
585,155
|
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
21,472
|
|
|
184,677
|
|
|
232,704
|
|
|
—
|
|
|
438,853
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
58,628
|
|
|
$
|
228,085
|
|
|
$
|
737,295
|
|
|
$
|
—
|
|
|
$
|
1,024,008
|
|
|
Rowan Companies plc (Parent)
|
|
RCI (Issuer)
|
|
Other non-guarantor subsidiaries
|
|
Consolidating adjustments
|
|
Consolidated
|
||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
(1,430
|
)
|
|
$
|
(235,989
|
)
|
|
$
|
332,098
|
|
|
$
|
—
|
|
|
$
|
94,679
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property, plant and equipment additions
|
—
|
|
|
(125,481
|
)
|
|
(1,392,193
|
)
|
|
—
|
|
|
(1,517,674
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
—
|
|
|
613
|
|
|
5,121
|
|
|
—
|
|
|
5,734
|
|
|||||
Proceeds from sales of manufacturing and land drilling operations, net
|
—
|
|
|
1,555,480
|
|
|
—
|
|
|
—
|
|
|
1,555,480
|
|
|||||
Change in restricted cash balance
|
—
|
|
|
—
|
|
|
15,265
|
|
|
—
|
|
|
15,265
|
|
|||||
Investments in consolidated subsidiaries
|
—
|
|
|
(881,450
|
)
|
|
—
|
|
|
881,450
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in investing activities
|
—
|
|
|
549,162
|
|
|
(1,371,807
|
)
|
|
881,450
|
|
|
58,805
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayments of borrowings
|
—
|
|
|
(22,464
|
)
|
|
(29,702
|
)
|
|
—
|
|
|
(52,166
|
)
|
|||||
Advances (to) from affiliates
|
22,902
|
|
|
(260,380
|
)
|
|
237,478
|
|
|
—
|
|
|
—
|
|
|||||
Contributions from parent
|
—
|
|
|
—
|
|
|
881,450
|
|
|
(881,450
|
)
|
|
—
|
|
|||||
Payments to acquire treasury stock
|
—
|
|
|
(125,013
|
)
|
|
—
|
|
|
—
|
|
|
(125,013
|
)
|
|||||
Proceeds from exercise of share options
|
—
|
|
|
19,941
|
|
|
—
|
|
|
—
|
|
|
19,941
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
4,359
|
|
|
769
|
|
|
—
|
|
|
5,128
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
22,902
|
|
|
(383,557
|
)
|
|
1,089,995
|
|
|
(881,450
|
)
|
|
(152,110
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
21,472
|
|
|
(70,384
|
)
|
|
50,286
|
|
|
—
|
|
|
1,374
|
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
—
|
|
|
255,061
|
|
|
182,418
|
|
|
—
|
|
|
437,479
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
21,472
|
|
|
$
|
184,677
|
|
|
$
|
232,704
|
|
|
$
|
—
|
|
|
$
|
438,853
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2013:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
394,238
|
|
|
$
|
408,883
|
|
|
$
|
382,808
|
|
|
$
|
393,355
|
|
Income from operations
|
|
90,414
|
|
|
112,267
|
|
|
68,509
|
|
|
60,486
|
|
||||
Net income from continuing operations
|
|
68,134
|
|
|
82,844
|
|
|
51,900
|
|
|
49,698
|
|
||||
Net income
|
|
68,134
|
|
|
82,844
|
|
|
51,900
|
|
|
49,698
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.55
|
|
|
$
|
0.67
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
Net income
|
|
0.55
|
|
|
0.67
|
|
|
0.42
|
|
|
0.40
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.55
|
|
|
$
|
0.67
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
Net income
|
|
$
|
0.55
|
|
|
$
|
0.67
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
333,477
|
|
|
$
|
351,018
|
|
|
$
|
353,910
|
|
|
$
|
354,202
|
|
Income from operations
|
|
64,801
|
|
|
70,413
|
|
|
59,336
|
|
|
60,502
|
|
||||
Net income from continuing operations
|
|
55,499
|
|
|
50,848
|
|
|
26,415
|
|
|
70,537
|
|
||||
Discontinued operations, net of tax
|
|
(5,982
|
)
|
|
(1,413
|
)
|
|
1,164
|
|
|
(16,466
|
)
|
||||
Net income
|
|
49,517
|
|
|
49,435
|
|
|
27,579
|
|
|
54,071
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
$
|
0.21
|
|
|
$
|
0.57
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
0.01
|
|
|
(0.13
|
)
|
||||
Net income
|
|
0.40
|
|
|
0.40
|
|
|
0.22
|
|
|
0.44
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
$
|
0.21
|
|
|
$
|
0.57
|
|
Discontinued operations
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
0.01
|
|
|
(0.13
|
)
|
||||
Net income
|
|
0.40
|
|
|
0.40
|
|
|
0.22
|
|
|
0.44
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(2)
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|
Equity compensation plans approved by security holders
|
698,389
|
$22.66
|
7,298,333
|
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|
Total
|
698,389
|
$22.66
|
7,298,333
|
(1)
|
The number of securities to be issued includes (i)
384,643
options and 313,746 shares issuable under outstanding SARs (see note (2) below).
|
(2)
|
The weighted-average exercise price in column (b) is based on (i)
384,643
shares under outstanding options with a weighted average exercise price of
$24.52
per share, and (ii) 313,746 shares of stock that would be issuable in connection with
1,831,695
stock appreciation rights (SARs) outstanding at
December 31, 2013
. The number of shares issuable under SARs is equal in value to the excess of the Company’s share price on the date of exercise over the exercise price. The number of shares issuable under SARs included in column (a) was based on a
December 31, 2013
closing stock price of $35.36 and a weighted-average exercise price of
$30.45
per share.
|
2.1
|
|
|
Agreement and Plan of Merger and Reorganization by and between Rowan Companies, Inc. and Rowan Mergeco, LLC dated February 27, 2012, incorporated by reference to Annex A of the Registration Statement on Form S-4 filed by Rowan Companies Limited (now Rowan Companies plc) on February 28, 2012 with the Securities and Exchange Commission (File No. 1-5491).
|
2.2
|
|
|
Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated April 12, 2012, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 12, 2012 (File No. 1-5491).
|
3.1
|
|
|
Articles of Association of the Company, incorporated by reference to Exhibit 3.1 of Rowan Companies, Inc.’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
4.1
|
|
|
Form of Share Certificate for the Company, incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
4.2
|
|
|
Indenture for Senior Debt Securities dated as of July 21, 2009, between Rowan Companies, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated July 21, 2009 (File No. 1-5491).
|
4.3
|
|
|
First Supplemental Indenture dated as of July 21, 2009, between Rowan Companies, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated July 21, 2009 (File No. 1-5491).
|
4.4
|
|
|
Form of 7.875% Senior Note due 2019, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 21, 2009 (File No. 1-5491).
|
4.5
|
|
|
Second Supplemental Indenture dated as of August 30, 2010, between Rowan Companies, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 30, 2010 (File No. 1-5491).
|
4.6
|
|
|
Form of 5% Senior Note due 2017, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 30, 2010 (File No. 1-5491).
|
4.7
|
|
|
Third Supplemental Indenture dated as of May 4, 2012, among Rowan Companies, Inc., the Company and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
4.8
|
|
|
Fourth Supplemental Indenture dated as of May 21, 2012, among Rowan Companies, Inc., the Company and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 21, 2012 (File No. 1-5491).
|
4.9
|
|
|
Form of 4.875% Senior Note due 2022, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 21, 2012 (File No. 1-5491).
|
4.10
|
|
|
Fifth Supplemental Indenture dated as of December 11, 2012, among Rowan Companies, Inc., the Company and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.3 to the Company’s Current Report of Form 8-K filed on December 11, 2012 (File No. 1-5491).
|
4.11
|
|
|
Form of 5.4% Senior Note due 2042, incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 11, 2012 (File No. 1-5491).
|
4.12
|
|
|
Sixth Supplemental Indenture dated as of January 15, 2014, among Rowan Companies, Inc., Rowan Companies plc and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
|
4.13
|
|
|
Form of 4.75% Senior Note due 2024, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
|
4.14
|
|
|
Seventh Supplemental Indenture dated as of January 15, 2014, among Rowan Companies, Inc., Rowan Companies plc and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
|
4.15
|
|
|
Form of 5.85% Senior Note due 2044, incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
|
* 10.1
|
|
|
Restated 1988 Nonqualified Stock Option Plan, incorporated by reference to Appendix C to the Proxy Statement dated March 20, 2002 (File No. 1-5491) and Form of Stock Option Agreement related thereto, incorporated by reference to Exhibit 10a to Form 10-K for the year ended December 31, 2004 (File No. 1-5491).
|
*10.2
|
|
|
1998 Nonemployee Director Stock Option Plan, incorporated by reference to Exhibit 10b of Form 10-Q for the quarterly period ended March 31, 1998 (File No. 1-5491) and Form of Stock Option Agreement related thereto, incorporated by reference to Exhibit 10b to Form 10-K for the year ended December 31, 2004 (File No. 1-5491).
|
10.3
|
|
|
Participation Agreement dated December 1, 1984 between Rowan Companies, Inc. and Textron Financial Corporation et al. and Bareboat Charter dated December 1, 1984 between Rowan Companies, Inc. and Textron Financial Corporation et al., incorporated by reference to Exhibit 10c to Form 10-K for the year ended December 31, 1985 (File No. 1-5491).
|
10.4
|
|
|
Election and acceptance letters with respect to the exercise of the Fixed Rate Renewal Option set forth in the Bareboat Charter dated December 1, 1984 between Rowan Companies, Inc. and Textron Financial Corporation et al, incorporated by reference to Exhibit 10j to Form 10-K for the year ended December 31, 1999 (File No. 1-5491).
|
10.5
|
|
|
Memorandum Agreement dated January 26, 2006 between Rowan Companies, Inc. and C. R. Palmer, incorporated by reference to Exhibit 10jj to Form 10-K for year ended December 31, 2005 (File No. 1-5491).
|
*10.6
|
|
|
2005 Rowan Companies, Inc. Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2005 (File No. 1-5491) and Form of Non-Employee Director 2005 Restricted Stock Unit Grant, Form of Non-Employee Director 2006 Restricted Stock Unit Grant, Form of 2005 Restricted Stock Grant Agreement, Form of 2005 Nonqualified Stock Option Agreement, Form of 2005 Performance Share Award Agreement related thereto, each incorporated by reference to Exhibits 10c, 10d, 10e, 10f and 10g, respectively, to Form 10-Q for the quarterly period ended June 30, 2005 (File No. 1-5491).
|
*10.7
|
|
|
Change in Control Agreement and Change in Control Supplement, incorporated by reference to Exhibits 10.1 and 10.2 to Form 8-K filed December 21, 2007 (File 1-5491).
|
10.8
|
|
|
Form of Indemnification Agreement between Rowan Companies, Inc. and each of its directors and certain officers, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 2, 2009 (File No. 1-5491).
|
*10.9
|
|
|
Restoration Plan of Rowan Companies, Inc. (As Restated Effective July 1, 2009), incorporated by reference to Exhibit 10.43 to Form 10-K for the year ended December 31, 2009 (File No. 1-5491).
|
10.10
|
|
|
Share Purchase Agreement dated July 1, 2010, among Rowan Companies, Inc., Skeie Technology AS, Skeie Tech Invest AS and Wideluck Enterprises Limited and Pre-Acceptance Letters from Skeie Holding AS and Trafalgar AS, each relating to the purchase of shares of common stock of Skeie Drilling & Production ASA, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 19, 2010 (File No. 1-5491).
|
10.11
|
|
|
Amended and Restated Credit Agreement dated January 23, 2014 among Rowan Companies, Inc., as Borrower, Rowan Companies plc, as Parent, the Lenders named therein, Wells Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender and Citibank, N.A., DnB Bank ASA, New York Branch, Royal Bank of Canada, Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA, as Co-Syndication Agents), incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 28, 2014 (File No. 1-5491).
|
10.12
|
|
|
Amended and Restated Parent Guaranty dated as of January 23, 2014, by the Company, as Guarantor, in favor of Wells Fargo Bank, National Association, as Administrative Agent.
|
10.13
|
|
|
Stock Purchase Agreement dated May 13, 2011, between Rowan Companies, Inc., as seller, and Joy Global Inc., as buyer, relating to the sale of all the outstanding equity interests in LeTourneau Technologies, Inc., a wholly owned subsidiary of the Company, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 18, 2011 (File No. 1-5491).
|
10.14
|
|
|
Purchase and sale agreement dated July 19, 2011, among Rowan Companies, Inc., as seller, and Ensign United States Drilling (S.W.) Inc., as buyer, and Ensign Energy Services Inc., as guarantor of the buyer’s performance under the agreement, relating to the sale of all the outstanding equity interests in Rowan Drilling Company LLC, a wholly owned subsidiary of the Company, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 20, 2011 (File No. 1-5491).
|
*10.15
|
|
|
Letter Agreement dated August 12, 2011, between Rowan Companies, Inc. and David P. Russell regarding separation from employment, incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarterly period ended September 30, 2011 (File No. 1-5491).
|
*10.16
|
|
|
Amendment to the Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan, effective May 4, 2012, incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.17
|
|
|
Amendment to the Rowan Companies, Inc. 1998 Nonemployee Director Stock Option Plan, effective May 4, 2012, incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.18
|
|
|
Amendment to the 2005 Rowan Companies, Inc. Long-Term Incentive Plan, effective May 4, 2012, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.19
|
|
|
2009 Rowan Companies, Inc. Incentive Plan (as Amended and Restated and as Assumed and Adopted by the Company, effective May 4, 2012), incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
*10.20
|
|
|
Form of Restricted Share Notice pursuant to the 2009 Rowan Companies, Inc. Incentive Plan (as Amended and Restated and as Assumed and Adopted by the Company, effective May 4, 2012), incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.21
|
|
|
Form of Non-Employee Director Restricted Share Unit Notice pursuant to 2009 Rowan Companies, Inc. Incentive Plan (as Amended and Restated and as Assumed and Adopted by the Company, effective May 4, 2012), incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 (File No. 1-5491).
|
*10.22
|
|
|
Forms of Restricted Share Unit Award Notice, Share Appreciation Right Award Notice and Performance Unit Award Notice pursuant to the 2009 Rowan Companies, Inc. Incentive Plan (as Amended and Restated and as Assumed and Adopted by the Company, effective May 4, 2012), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2013 (File No. 1-5491).
|
*10.23
|
|
|
Deed of Assumption May 4, 2012, executed by the Company, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.24
|
|
|
Form of Supplement to Change in Control Agreement, incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
10.25
|
|
|
Form of Deed of Indemnity of the Company, incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
|
*10.26
|
|
|
Retirement Agreement with William H. Wells dated September 7, 2012, incorporated by reference to Exhibit 10.14 of the Company’s Form 10-Q for the quarter ended September 30, 2012 (File No. 1-5491).
|
10.27
|
|
|
Retirement Policy of Rowan Companies, Inc., effective March 6, 2013, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 8, 2013 (File No. 1-5491).
|
*10.28
|
|
|
2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Annex A to the Company’s proxy statement filed on March 3, 2013 (File No. 1-5491).
|
*10.29
|
|
|
Form of Employee Restricted Share Unit Notice pursuant to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
|
*10.30
|
|
|
Form of Share Appreciation Right Notice pursuant to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
|
*10.31
|
|
|
Form of Performance Unit Award Notice pursuant to Annex 2 to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
|
*10.32
|
|
|
Non-Employee Director Restricted Share Unit Notice pursuant to Annex 1 to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
|
*10.33
|
|
|
Summary of the Company’s Annual Incentive Plan, incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2012.
|
21
|
|
|
Subsidiaries of the Registrant.
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
24
|
|
|
Powers of Attorney pursuant to which names were affixed to this Form 10-K for the year ended December 31, 2013.
|
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.
|
101.INS
|
|
|
XBRL Instance Document.
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Executive compensatory plan or arrangement.
|
|
ROWAN COMPANIES plc
|
|
(Registrant)
|
|
|
|
By: /s/ W. MATT RALLS
|
|
W. Matt Ralls
|
|
Chief Executive Officer
|
|
|
|
Date: March 3, 2014
|
|
|
ROWAN COMPANIES plc
|
|
|
an English public limited company
|
|
|
|
|
By:
|
/s/ J. KEVIN BARTOL
|
|
Name:
|
J. Kevin Bartol
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Company Name
|
Jurisdiction(s)
|
Atlantic Maritime Services LLC (fka Atlantic Maritime Services, Inc.)
|
USA (Delaware)
|
British American Offshore Limited
|
UK (England & Wales)
|
Great White Shark Limited
|
Gibraltar
|
Green Turtle Limited
|
Gibraltar
|
Manatee Limited
|
Malta
|
Manta Ray Limited
|
Malta
|
Marine Blue Limited
|
Gibraltar
|
Ralph Coffman Limited
|
Gibraltar
|
Ralph Coffman Luxembourg S.à r.l. (fka Rowan Financement S.à r.l.)
|
Luxembourg
|
RCI Drilling International, Inc.
|
Cayman Islands
|
RCI International, Inc.
|
Cayman Islands
|
RD International Services Pte Ltd.
|
Singapore
|
RDC Arabia Drilling, Inc.
|
Cayman Islands
|
RDC Drilling, Ltd.
|
Bermuda
|
RDC Malta Limited (fka RDC (Gibraltar) Limited
|
Gibraltar
|
RDC Holdings Luxembourg S.à r.l.
|
Luxembourg
|
RDC Marine, Inc.
|
USA (Texas)
|
RDC Offshore (Gibraltar) Limited
|
Gibraltar
|
RDC Offshore Luxembourg S.à r.l.
|
Luxembourg
|
RDC Qatar, Inc.
|
USA (Delaware)
|
Rowan 240C#3, Inc.
|
Cayman Islands
|
Rowan Angola Limitada
|
Angola
|
Rowan Austria GmbH
|
Austria
|
Rowan California S.à r.l.
|
Luxembourg
|
Rowan Canada Limited
|
Canada (Nova Scotia)
|
Rowan Cayman Holding Limited
|
Cayman Islands
|
Rowan Cayman Limited
|
Cayman Islands
|
Rowan Companies, Inc.
|
USA (Delaware)
|
Rowan Deepwater Drilling (Gibraltar) Limited
|
Gibraltar
|
Rowan do Brasil Servicos de Perfuracao Ltda.
|
Brazil
|
Rowan Drilling & Aviation (Netherlands) B.V.
|
The Netherlands
|
Rowan Drilling Americas Limited
|
UK (England and Wales)
|
Rowan Drilling Company, Inc.
|
USA (Texas)
|
Rowan Drilling Cyprus Limited
|
Cyprus
|
Rowan Drilling (Gibraltar) Limited
|
Gibraltar
|
Rowan Drilling Mexico, S. de R.L. de C.V.
|
Mexico
|
Rowan Drilling Norway AS
|
Norway
|
Rowan Drilling (Trinidad) Limited
|
Cayman Islands
|
Rowan Drilling Services Limited (fka Rowan Labor (Gibraltar) Limited)
|
Gibraltar
|
Rowan Drilling (U.K.) Limited
|
UK (Scotland)
|
Rowan Drilling US Limited
|
UK (England & Wales)
|
Company Name
|
Jurisdiction(s)
|
Rowan Egypt Petroleum Services LLC
|
Egypt
|
Rowan Finance LLC
|
USA (Delaware)
|
Rowan Finanz S.à r.l.
|
Luxembourg
|
Rowan Finanzeieren S.à r.l.
|
Luxembourg
|
Rowan Global Drilling Services Limited
|
Gibraltar
|
Rowan Gorilla V (Gibraltar) Limited
|
Gibraltar
|
Rowan Gorilla VII (Gibraltar) Limited
|
Gibraltar
|
Rowan Holdings Luxembourg S.à r.l.
|
Luxembourg
|
Rowan International, S. de R.L.
|
Panama
|
Rowan Marine Drilling, Inc.
|
Panama
|
Rowan Marine Services, Inc.
|
USA (Texas)
|
Rowan Middle East, Inc.
|
Cayman Islands
|
Rowan N-Class (Gibraltar) Limited
|
Gibraltar
|
Rowan No. 1 Limited
|
England & Wales
|
Rowan No. 2 Limited
|
England & Wales
|
Rowan North Sea, Inc.
|
Cayman Islands
|
Rowan Norway, Inc.
|
USA (Delaware)
|
Rowan Norway Limited (fka Rowan (Gibraltar) Limited)
|
Gibraltar
|
Rowan Offshore (Gibraltar) Limited
|
Gibraltar
|
Rowan Offshore Luxembourg S.à r.l.
|
Luxembourg
|
Rowan Petroleum, Inc.
|
USA (Texas)
|
Rowan Relentless Limited
|
Gibraltar
|
Rowan Reliance Limited
|
Gibraltar
|
Rowan Resolute Limited
|
Gibraltar
|
Rowan Renaissance Luxembourg S.à r.l.
|
Luxembourg
|
Rowan, S. de R.L. de C.V.
|
Mexico
|
Rowan Services LLC
|
USA (Delaware)
|
Rowan S116E#3, Inc.
|
Cayman Islands
|
Rowan S116E#4, Inc.
|
Cayman Islands
|
Rowan U.K. Services Limited
|
Cayman Islands
|
Rowan (UK) Relentless Limited
|
England & Wales
|
Rowan (UK) Reliance Limited
|
England & Wales
|
Rowan (UK) Renaissance Limited
|
England & Wales
|
Rowan UK Renaissance Onshore Limited
|
England & Wales
|
Rowan (UK) Resolute Limited
|
England & Wales
|
Rowan US Holdings (Gibraltar) Limited
|
Gibraltar
|
Rowandrill, Inc.
|
USA (Texas)
|
Rowandrill Labuan Limited
|
Labuan
|
Rowandrill Malaysia Sdn. Bhd.
|
Malaysia
|
Rowandrill, S. de R.L. de C.V.
|
Mexico
|
SKDP 1 Limited
|
Cyprus
|
SKDP 2 Limited
|
Cyprus
|
SKDP 3 Limited
|
Cyprus
|
Signature
|
Title
|
Date
|
|
|
|
/s/ W. MATT RALLS
|
Chief Executive Officer and Director
|
March 3, 2014
|
(W. Matt Ralls)
|
|
|
|
|
|
/s/ WILLIAM T. FOX III
|
Director
|
March 3, 2014
|
(William T. Fox III)
|
|
|
|
|
|
/s/ SIR GRAHAM HEARNE
|
Director
|
March 3, 2014
|
(Sir Graham Hearne)
|
|
|
|
|
|
/s/ THOMAS R. HIX
|
Director
|
March 3, 2014
|
(Thomas R. Hix)
|
|
|
|
|
|
/s/ H.E. LENTZ
|
Chairman of the Board
|
March 3, 2014
|
(H.E. Lentz)
|
|
|
|
|
|
/s/ LORD MOYNIHAN
|
Director
|
March 3, 2014
|
(Lord Moynihan)
|
|
|
|
|
|
/s/ SUZANNE P. NIMOCKS
|
Director
|
March 3, 2014
|
(Suzanne P. Nimocks)
|
|
|
|
|
|
/s/ P. DEXTER PEACOCK
|
Director
|
March 3, 2014
|
(P. Dexter Peacock)
|
|
|
|
|
|
/s/ JOHN J. QUICKE
|
Director
|
March 3, 2014
|
(John J. Quicke)
|
|
|
|
|
|
/s/ TORE I. SANDVOLD
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Director
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March 3, 2014
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(Tore I. Sandvold)
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1.
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I have reviewed this Form 10-K of Rowan Companies plc;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’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 the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 3, 2014
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/s/ W. MATT RALLS
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W. Matt Ralls
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Chief Executive Officer
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1.
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I have reviewed this Form 10-K of Rowan Companies plc;
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2.
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’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 the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 3, 2014
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/s/ J. KEVIN BARTOL
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J. Kevin Bartol
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Executive Vice President, Chief Financial Officer and Treasurer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented.
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Date:
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March 3, 2014
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/s/ W. MATT RALLS
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W. Matt Ralls
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented.
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Date:
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March 3, 2014
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/s/ J. KEVIN BARTOL
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J. Kevin Bartol
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Executive Vice President, Chief Financial Officer and Treasurer
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