Delaware
|
75-0759420
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
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2800 Post Oak Boulevard, Suite 5450 Houston, Texas
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77056-6189
|
(Address of principal executive offices)
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(Zip Code)
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|
Page
|
|
PART I
|
||
Item 1.
|
||
1
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||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
13
|
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Item 3.
|
20
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Item 4.
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20
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PART II
|
||
Item 1.
|
20
|
|
Item 1A.
|
21
|
|
Item 2.
|
21
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Item 5. | Other Information | 22 |
Item 6.
|
22
|
|
23
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March 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 342,514 | $ | 438,853 | ||||
Restricted cash
|
10,621 | - | ||||||
Receivables - trade and other
|
331,316 | 283,592 | ||||||
Prepaid expenses and other current assets
|
38,497 | 44,586 | ||||||
Deferred tax assets - net
|
28,416 | 27,023 | ||||||
Assets of discontinued operations
|
25,339 | 27,661 | ||||||
Total current assets
|
776,703 | 821,715 | ||||||
PROPERTY, PLANT AND EQUIPMENT - at cost:
|
||||||||
Drilling equipment
|
6,521,834 | 6,179,587 | ||||||
Construction in progress
|
480,062 | 711,558 | ||||||
Other property and equipment
|
133,959 | 138,177 | ||||||
Property, plant and equipment - gross
|
7,135,855 | 7,029,322 | ||||||
Less accumulated depreciation and amortization
|
1,409,070 | 1,350,609 | ||||||
Property, plant and equipment - net
|
5,726,785 | 5,678,713 | ||||||
Other assets
|
97,798 | 97,417 | ||||||
TOTAL ASSETS
|
$ | 6,601,286 | $ | 6,597,845 |
March 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
LIABILITIES AND EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current maturities of long-term debt
|
$ | 226,141 | $ | 45,023 | ||||
Accounts payable - trade
|
87,875 | 111,082 | ||||||
Deferred revenues
|
36,370 | 36,220 | ||||||
Accrued pension and other postretirement benefits
|
33,180 | 55,244 | ||||||
Accrued compensation and related employee costs
|
30,231 | 31,205 | ||||||
Accrued income taxes
|
12,926 | 9,878 | ||||||
Accrued interest
|
10,968 | 25,477 | ||||||
Other current liabilities
|
13,077 | 9,237 | ||||||
Liabilities of discontinued operations
|
21,254 | 25,005 | ||||||
Total current liabilities
|
472,022 | 348,371 | ||||||
Long-term debt - less current maturities
|
896,057 | 1,089,335 | ||||||
Other liabilities
|
373,981 | 357,709 | ||||||
Deferred income taxes - net
|
477,699 | 476,443 | ||||||
Commitments and contingent liabilities (Note 6)
|
- | - | ||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, $1.00 par value, 5,000,000 shares authorized, issuable in series:
|
||||||||
Series A Junior Preferred Stock, 1,500,000 shares authorized, none issued
|
- | - | ||||||
Common stock, $0.125 par value, 150,000,000 shares authorized; 127,583,625 shares and
|
||||||||
127,577,530 shares issued at March 31, 2012 and December 31, 2011, respectively
|
15,948 | 15,947 | ||||||
Additional paid-in capital
|
1,463,572 | 1,478,233 | ||||||
Retained earnings
|
3,235,879 | 3,186,362 | ||||||
Cost of 3,441,571 and 3,996,465 treasury shares, respectively
|
(111,590 | ) | (128,884 | ) | ||||
Accumulated other comprehensive loss
|
(222,282 | ) | (225,671 | ) | ||||
Total stockholders' equity
|
4,381,527 | 4,325,987 | ||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 6,601,286 | $ | 6,597,845 |
Three Months Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
REVENUES
|
$ | 333,477 | $ | 205,966 | ||||
COSTS AND EXPENSES:
|
||||||||
Direct operating costs (excluding items below)
|
182,139 | 111,274 | ||||||
Depreciation and amortization
|
58,966 | 38,154 | ||||||
Selling, general and administrative
|
23,056 | 20,814 | ||||||
Gain on disposals of property and equipment
|
(56 | ) | (31 | ) | ||||
Material charges and other operating expenses
|
4,571 | - | ||||||
Total costs and expenses
|
268,676 | 170,211 | ||||||
INCOME FROM OPERATIONS
|
64,801 | 35,755 | ||||||
OTHER INCOME (EXPENSE):
|
||||||||
Interest expense, net of interest capitalized
|
(11,257 | ) | (5,319 | ) | ||||
Interest income
|
114 | 29 | ||||||
Other - net
|
1,337 | (1,084 | ) | |||||
Total other income (expense) - net
|
(9,806 | ) | (6,374 | ) | ||||
INCOME FROM CONTINUING OPERATIONS
|
||||||||
BEFORE INCOME TAXES
|
54,995 | 29,381 | ||||||
Provision (benefit) for income taxes
|
(504 | ) | 2,586 | |||||
NET INCOME FROM CONTINUING OPERATIONS
|
55,499 | 26,795 | ||||||
DISCONTINUED OPERATIONS
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(5,982 | ) | 5,277 | |||||
NET INCOME
|
$ | 49,517 | $ | 32,072 | ||||
INCOME (LOSS) PER SHARE - BASIC:
|
||||||||
Income from continuing operations
|
$ | 0.45 | $ | 0.21 | ||||
Discontinued operations
|
$ | (0.05 | ) | $ | 0.04 | |||
Net income
|
$ | 0.40 | $ | 0.26 | ||||
INCOME (LOSS) PER SHARE - DILUTED:
|
||||||||
Income from continuing operations
|
$ | 0.45 | $ | 0.21 | ||||
Discontinued operations
|
$ | (0.05 | ) | $ | 0.04 | |||
Net income
|
$ | 0.40 | $ | 0.25 |
Three Months Ended March 31,
|
||||||||
2012
|
2011
|
|||||||
(In thousands)
|
||||||||
NET INCOME
|
$ | 49,517 | $ | 32,072 | ||||
Other comprehensive income, net of tax:
|
||||||||
Pension and other postretirement benefit adjustments, net of income taxes of $1,825:
|
||||||||
Amortization of net loss
|
4,087 | - | ||||||
Amortization of transition obligation
|
77 | - | ||||||
Amortization of prior service cost
|
(775 | ) | - | |||||
OTHER COMPREHENSIVE INCOME
|
3,389 | - | ||||||
COMPREHENSIVE INCOME
|
$ | 52,906 | $ | 32,072 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
CASH PROVIDED BY (USED IN) OPERATIONS:
|
||||||||
Net income
|
$ | 49,517 | $ | 32,072 | ||||
Adjustments to reconcile net income to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
58,966 | 49,366 | ||||||
Deferred income taxes
|
(137 | ) | 863 | |||||
Provision for pension and postretirement benefits
|
7,571 | 8,301 | ||||||
Stock-based compensation expense
|
5,165 | 4,910 | ||||||
Gain on disposals of property, plant and equipment
|
(56 | ) | (2,014 | ) | ||||
Postretirement benefit claims paid
|
(738 | ) | (679 | ) | ||||
Contributions to pension plans
|
(22,542 | ) | (27,369 | ) | ||||
Asset impairment charges
|
2,896 | - | ||||||
Changes in current assets and liabilities:
|
||||||||
Receivables - trade and other
|
(43,448 | ) | 36,044 | |||||
Inventories
|
- | (48,111 | ) | |||||
Prepaid expenses and other current assets
|
9,231 | 22,358 | ||||||
Accounts payable
|
(4,864 | ) | 42,210 | |||||
Accrued income taxes
|
2,772 | 561 | ||||||
Deferred revenues
|
150 | 16,306 | ||||||
Billings in excess of costs and estimated profits on uncompleted contracts
|
- | 11,489 | ||||||
Other current liabilities
|
(14,279 | ) | (38,042 | ) | ||||
Net changes in other noncurrent assets and liabilities
|
13,077 | 5,605 | ||||||
Net cash provided by operations
|
63,281 | 113,870 | ||||||
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(138,105 | ) | (361,140 | ) | ||||
(Increase) decrease in restricted cash
|
(10,621 | ) | 425 | |||||
Proceeds from disposals of property, plant and equipment
|
928 | 2,704 | ||||||
Net cash used in investing activities
|
(147,798 | ) | (358,011 | ) | ||||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
||||||||
Repayments of borrowings
|
(12,312 | ) | (12,329 | ) | ||||
Excess tax benefits from stock-based compensation
|
276 | 864 | ||||||
Proceeds from stock options and other
|
214 | 7,781 | ||||||
Net cash used in financing activities
|
(11,822 | ) | (3,684 | ) | ||||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(96,339 | ) | (247,825 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
438,853 | 437,479 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 342,514 | $ | 189,654 |
Shares of common stock outstanding
|
Common stock
|
Additional paid-in capital
|
Retained earnings
|
Treasury stock
|
Accumulated other comprehensive income (loss)
|
Total stockholders' equity
|
||||||||||||||||||||||
Balance, December 31, 2010
|
126,294 | $ | 15,794 | $ | 1,433,999 | $ | 2,449,521 | $ | (1,509 | ) | $ | (145,495 | ) | $ | 3,752,310 | |||||||||||||
Stock issued under share-based compensation plans
|
728 | 91 | 7,690 | - | (302 | ) | - | 7,479 | ||||||||||||||||||||
Stock-based compensation
|
- | - | 4,465 | - | - | - | 4,465 | |||||||||||||||||||||
Excess tax benefit from stock-based compensation plans
|
- | - | 864 | - | - | - | 864 | |||||||||||||||||||||
Net income
|
- | - | - | 32,072 | - | - | 32,072 | |||||||||||||||||||||
Balance, March 31, 2011
|
127,022 | $ | 15,885 | $ | 1,447,018 | $ | 2,481,593 | $ | (1,811 | ) | $ | (145,495 | ) | $ | 3,797,190 | |||||||||||||
Balance, December 31, 2011
|
123,581 | $ | 15,947 | $ | 1,478,233 | $ | 3,186,362 | $ | (128,884 | ) | $ | (225,671 | ) | $ | 4,325,987 | |||||||||||||
Stock issued under share-based compensation plans
|
561 | 1 | (19,609 | ) | - | 17,294 | - | (2,314 | ) | |||||||||||||||||||
Stock-based compensation
|
- | - | 4,672 | - | - | - | 4,672 | |||||||||||||||||||||
Excess tax benefit from stock-based compensation plans
|
- | - | 276 | - | - | - | 276 | |||||||||||||||||||||
Retirement benefit adjustments, net of taxes of $1,825
|
- | - | - | - | - | 3,389 | 3,389 | |||||||||||||||||||||
Net income
|
- | - | - | 49,517 | - | - | 49,517 | |||||||||||||||||||||
Balance, March 31, 2012
|
124,142 | $ | 15,948 | $ | 1,463,572 | $ | 3,235,879 | $ | (111,590 | ) | $ | (222,282 | ) | $ | 4,381,527 |
2012
|
2011
|
|||||||||||||||||||||||
Manufacturing
|
Drilling
|
Total
|
Manufacturing
|
Drilling
|
Total
|
|||||||||||||||||||
Three months ended March 31:
|
||||||||||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | 114,246 | $ | 44,069 | $ | 158,315 | ||||||||||||
Pretax income (loss)
|
$ | (2,610 | ) | $ | (2,636 | ) | $ | (5,246 | ) | $ | 2,163 | $ | 5,884 | $ | 8,047 | |||||||||
Provision (benefit) for
|
||||||||||||||||||||||||
taxes on income
|
1,659 | (923 | ) | 736 | 711 | 2,059 | 2,770 | |||||||||||||||||
Discontinued operations, net of tax
|
$ | (4,269 | ) | $ | (1,713 | ) | $ | (5,982 | ) | $ | 1,452 | $ | 3,825 | $ | 5,277 |
March 31, 2012
|
December 31, 2011
|
|||||||||||||||||||||||
Manufacturing
|
Drilling
|
Total
|
Manufacturing
|
Drilling
|
Total
|
|||||||||||||||||||
Receivables - trade and other
|
$ | - | $ | - | $ | - | $ | - | $ | 4,000 | $ | 4,000 | ||||||||||||
Other assets
|
25,339 | - | 25,339 | 23,661 | - | 23,661 | ||||||||||||||||||
Assets of discontinued operations
|
$ | 25,339 | $ | - | $ | 25,339 | $ | 23,661 | $ | 4,000 | $ | 27,661 | ||||||||||||
Accounts payable - trade
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Deferred revenues
|
20,122 | - | 20,122 | 20,122 | - | 20,122 | ||||||||||||||||||
Other current liabilities
|
1,132 | - | 1,132 | 1,183 | 3,700 | 4,883 | ||||||||||||||||||
Liabilities of discontinued operations
|
$ | 21,254 | $ | - | $ | 21,254 | $ | 21,305 | $ | 3,700 | $ | 25,005 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Average common shares outstanding - basic
|
122,725 | 125,431 | ||||||
Effect of dilutive securities - stock-based compensation
|
1,071 | 1,757 | ||||||
Average common shares - diluted
|
123,796 | 127,188 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Employee and director stock options
|
42 | 42 | ||||||
Stock appreciation rights
|
590 | - | ||||||
Total potentially dilutive shares
|
632 | 42 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Service cost
|
$ | 2,721 | $ | 3,074 | ||||
Interest cost
|
7,569 | 7,632 | ||||||
Expected return on plan assets
|
(9,367 | ) | (8,261 | ) | ||||
Recognized actuarial loss
|
6,245 | 5,741 | ||||||
Amortization of prior service cost
|
(1,159 | ) | (1,647 | ) | ||||
Total net pension cost
|
$ | 6,009 | $ | 6,539 | ||||
Less: Discontinued operations
|
- | 2,348 | ||||||
Continuing operations
|
$ | 6,009 | $ | 4,191 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Service cost
|
$ | 458 | $ | 535 | ||||
Interest cost
|
942 | 1,041 | ||||||
Recognized actuarial loss
|
81 | 73 | ||||||
Amortization of transition obligation
|
118 | 163 | ||||||
Amortization of prior service cost
|
(37 | ) | (50 | ) | ||||
Total other postretirement benefit cost
|
$ | 1,562 | $ | 1,762 | ||||
Less: Discontinued operations
|
- | 621 | ||||||
Continuing operations
|
$ | 1,562 | $ | 1,141 |
Expected or actual delivery date
|
Total estimated project costs
|
Total costs incurred through March 31, 2012
|
Projected costs for the remainder of 2012
|
Projected costs in 2013
|
Projected costs in 2014
|
Total future costs
|
|||||||||||||||||||
Rowan Renaissance
|
Dec-13
|
$ | 748 | $ | 182 | $ | 53 | $ | 497 | $ | 16 | $ | 566 | ||||||||||||
Rowan Resolute
|
Jun-14
|
742 | 178 | 21 | 146 | 398 | 564 | ||||||||||||||||||
Rowan Reliance
|
Dec-14
|
728 | 119 | 67 | 50 | 492 | 609 | ||||||||||||||||||
$ | 2,218 | $ | 479 | $ | 141 | $ | 693 | $ | 906 | $ | 1,739 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Revenues (in thousands):
|
||||||||
North Sea
|
$ | 122,981 | $ | 46,531 | ||||
Middle East
|
86,878 | 67,805 | ||||||
U.S. Gulf of Mexico
|
69,637 | 66,299 | ||||||
Other international
|
47,303 | 20,758 | ||||||
Subtotal - Day rate revenues
|
326,799 | 201,393 | ||||||
Other revenues(1)
|
6,678 | 4,573 | ||||||
Total
|
$ | 333,477 | $ | 205,966 | ||||
Revenue producing days:
|
||||||||
North Sea
|
540 | 255 | ||||||
Middle East
|
596 | 527 | ||||||
U.S. Gulf of Mexico
|
589 | 561 | ||||||
Other international
|
363 | 134 | ||||||
Total
|
2,088 | 1,477 | ||||||
Average day rate:(2)
|
||||||||
North Sea
|
$ | 227,743 | $ | 182,475 | ||||
Middle East
|
$ | 145,768 | $ | 128,662 | ||||
U.S. Gulf of Mexico
|
$ | 118,229 | $ | 118,180 | ||||
Other international
|
$ | 130,311 | $ | 154,910 | ||||
Total
|
$ | 156,513 | $ | 136,353 | ||||
Utilization (by location):(3)
|
||||||||
North Sea
|
99 | % | 94 | % | ||||
Middle East
|
60 | % | 59 | % | ||||
U.S. Gulf of Mexico
|
68 | % | 64 | % | ||||
Other international
|
100 | % | 60 | % | ||||
Total
|
75 | % | 65 | % | ||||
Utilization (by classification):(3)
|
||||||||
High-specification jack-up(4)
|
94 | % | 82 | % | ||||
Premium jack-up(5)
|
50 | % | 56 | % | ||||
Conventional jack-up
|
33 | % | 16 | % | ||||
(1) Other revenues, which are primarily revenues received for contract reimbursable costs, are excluded from the computation of average day rate.
|
||||||||
(2) Average day rate is computed by dividing revenues by the number of revenue-producing days.
|
||||||||
(3) Utilization is the number of revenue-producing days divided by the aggregate number of days rigs were available to work.
|
||||||||
(4) We define high-specification jack-ups as those that have hook load capacity of at least two million pounds.
|
||||||||
(5) We define premium jack-ups as those cantilevered rigs capable of operating in water depths of 300 feet or more.
|
Quarter ended March 31, 2012
|
Quarter ended March 31, 2011
|
|||||||||||||||
Amount
|
% of Revenues
|
Amount
|
% of Revenues
|
|||||||||||||
Revenues
|
$ | 333.5 | 100 | % | $ | 206.0 | 100 | % | ||||||||
Operating costs
|
(182.1 | ) | -55 | % | (111.2 | ) | -54 | % | ||||||||
Depreciation expense
|
(59.0 | ) | -18 | % | (38.2 | ) | -19 | % | ||||||||
Selling, general and administrative expenses
|
(23.0 | ) | -7 | % | (20.8 | ) | -10 | % | ||||||||
Material charges and other operating expenses
|
(4.6 | ) | -1 | % | - | 0 | % | |||||||||
Operating income
|
$ | 64.8 | 19 | % | $ | 35.8 | 17 | % |
Increase
|
||||
(Decrease)
|
||||
Rig additions
|
$ | 95.0 | ||
Higher utilization of existing rigs
|
27.8 | |||
Higher average day rates for existing rigs
|
2.6 | |||
Revenues for reimbursable costs and other, net
|
2.1 | |||
Net increase
|
$ | 127.5 |
Increase
|
||||
(Decrease)
|
||||
Operating costs attributable to fleet additions
|
$ | 40.1 | ||
Higher operating costs of rigs previously in shipyard or in transit
|
10.0 | |||
Expansion of foreign shorebases
|
7.7 | |||
Other, net
|
13.1 | |||
Net increase
|
$ | 70.9 |
April 25, 2012
|
February 27, 2012
|
|||||||
Norway
|
$ | 1,303 | $ | 1,302 | ||||
Middle East
|
1,012 | 949 | ||||||
U.K.
|
273 | 344 | ||||||
Southeast Asia
|
241 | 57 | ||||||
Egypt
|
173 | 172 | ||||||
Trinidad
|
117 | 132 | ||||||
U.S. Gulf of Mexico
|
100 | 109 | ||||||
Total backlog
|
$ | 3,219 | $ | 3,065 |
2012
|
$ | 835 | ||
2013
|
972 | |||
2014
|
711 | |||
2015
|
423 | |||
2016
|
278 | |||
Total backlog
|
$ | 3,219 |
March 31, 2012
|
Dec. 31, 2011
|
|||||||
Cash and cash equivalents
|
$ | 342.5 | $ | 438.9 | ||||
Current assets (excluding assets of discontinued operations)
|
$ | 751.4 | $ | 794.1 | ||||
Current liabilities (excluding liabilities of discontinued operations)
|
$ | 450.8 | $ | 323.4 | ||||
Current ratio (excluding assets and liabilities of discontinued operations)
|
1.67 | 2.46 | ||||||
Current maturities of long-term debt
|
$ | 226.1 | $ | 45.0 | ||||
Long-term debt, less current maturities
|
$ | 896.1 | $ | 1,089.3 | ||||
Stockholders' equity
|
$ | 4,381.5 | $ | 4,326.0 | ||||
Long-term debt/total capitalization
|
0.17 | 0.20 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
Net cash provided by operating activities
|
$ | 63.3 | $ | 113.9 | ||||
Capital expenditures
|
(138.1 | ) | (361.1 | ) | ||||
(Increase) decrease in restricted cash
|
(10.6 | ) | 0.4 | |||||
Proceeds from disposals of property and equipment
|
0.9 | 2.7 | ||||||
Repayments of borrowings
|
(12.3 | ) | (12.3 | ) | ||||
Proceeds from stock option exercises
|
0.2 | 7.8 | ||||||
Other
|
0.3 | 0.8 | ||||||
Total net uses
|
$ | (96.3 | ) | $ | (247.8 | ) |
·
|
$22.5 million towards construction of the Rowan Renaissance, Rowan Resolute and Rowan Reliance;
|
·
|
$13.2 million for completion of construction of the Joe Douglas;
|
·
|
$89.6 million for improvements to the existing fleet, including contractually required modifications; and
|
·
|
$12.8 million for rig equipment inventory and other.
|
•
|
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 abatement contingency plan capability 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 in the areas in which our rigs operate;
|
|||
•
|
changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs;
|
|||
|
•
|
future 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 and other risks associated with rig operations, operating hazards, or rig relocations, including rig or equipment failure, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling limitations and other delays due to weather conditions and the limited availability or high cost of insurance coverage for certain offshore perils or associated removal of wreckage or debris;
|
|||
|
•
|
possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other reasons;
|
||
•
|
risks inherent to shipyard rig construction, repair or enhancement, unexpected delays in equipment delivery and engineering or design issues following shipyard delivery, or changes in the dates our rigs will enter a shipyard, be delivered, return to service or enter service;
|
|||
•
|
actual contract commencement dates;
|
|||
•
|
Operating hazards, including environmental or other liabilities, risks, expenses or losses, whether related to storm or hurricane damage, losses or liabilities (including wreckage or debris removal) 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;
|
||
•
|
governmental action and political and economic uncertainties, including uncertainty or instability resulting from civil unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East or other geographic areas, which may result in expropriation, nationalization, confiscation or deprivation of our assets or result in claims by our customers of a force majeure situation;
|
|||
•
|
terrorism, piracy or military action impacting our operations, assets or financial performance;
|
|||
•
|
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; and
|
|||
•
|
the failure of the Company’s recently announced redomestication to the United Kingdom to be consummated; costs and uncertainties associated with the redomestication, or changes in foreign or domestic laws that could effectively preclude the redomestication or reduce or eliminate the anticipated benefits of the transaction.
|
Month ended
|
Total number of shares purchased 1
|
Average price paid per share
|
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
|
||||||||||||
Balance forward
|
$ | 24,987,408 | ||||||||||||||
January 31, 2012
|
- | - | - | 24,987,408 | ||||||||||||
February 29, 2012
|
34,027 | $ | 35.40 | - | 24,987,408 | |||||||||||
March 31, 2012
|
36,985 | $ | 35.43 | - | 24,987,408 | |||||||||||
Total
|
71,012 | $ | 35.41 | - | ||||||||||||
1 The total number of shares purchased includes (i) shares purchased, if any, pursuant to a publicly announced program described in note 2 below and (ii) shares withheld by us to satisfy tax withholding obligations in connection with stock-based compensation issued to employees. There were no shares repurchased under the Company's share repurchase program during the quarter.
|
||||||||||||||||
2 On August 8, 2011, we announced that our Board of Directors authorized us to purchase up to $100 million of our common stock. On November 1, 2011, we announced that our Board of Directors increased the amount authorized for purchase from $100 million to $150 million.
|
Years ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
(In thousands)
|
||||||||||||
NET INCOME
|
$ | 736,841 | $ | 279,995 | $ | 367,504 | ||||||
Other comprehensive income (loss):
|
||||||||||||
Pension and other postretirement benefit adjustments:
|
||||||||||||
Net (loss) gain arising during the period, net of income tax expense (benefit) of ($43,017), ($2,035) and $7,660, respectively
|
(79,888 | ) | (3,779 | ) | 14,225 | |||||||
Prior service credit arising during the period, net of tax expense of $23,533
|
- | - | 43,703 | |||||||||
Amortization of loss, net of income tax expense of $7,611, $6,810 and $5,773, respectively
|
14,135 | 12,648 | 10,721 | |||||||||
Amortization of transition obligation, net of income tax expense of $297, $232 and $232, respectively
|
552 | 430 | 431 | |||||||||
Amortization of prior service credit, net of income tax benefit of ($8,063), ($2,408) and $1,284, respectively
|
(14,975 | ) | (4,473 | ) | (2,385 | ) | ||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
(80,176 | ) | 4,826 | 66,695 | ||||||||
COMPREHENSIVE INCOME
|
$ | 656,665 | $ | 284,821 | $ | 434,199 |
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 on February 27, 2012 with the Securities and Exchange Commission).
|
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).
|
3.1 | Restated Certificate of Incorporation of the Company, dated February 17, 1984 (incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-84369 on Form S-8) and the Certificates of Designation for the Company's Series A Preferred Stock (and Certificate of Correction related thereto) (incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-84369 on Form S-8), Series B Preferred Stock (incorporated by reference to Exhibit 4d to Form 10-K for the year ended December 31, 1999 (File No. 1-5491)), Series D Preferred Stock (incorporated by reference to Exhibit 4.11 to Registration Statement No. 333-82804 on Form S-3 filed on February 14, 2002), and Series E Preferred Stock (incorporated by reference to Exhibit 4.12 to Registration Statement No. 333-82804 on Form S-3 filed on February 14, 2002) and as amended by the Certificate of Amendment to Restated Certificate of Incorporation of Rowan Companies, Inc. dated April 29, 2010 (File No. 1-5491)). |
3.2 | Amended and Restated Bylaws of Rowan Companies, Inc., effective as of April 29, 2010, incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated April 29, 2010 (File No. 1-5491). |
10.1
|
Forms of Restricted Stock Award Notice, Stock Appreciation Right Award Notice and Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 15, 2012).
|
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.
|
ROWAN COMPANIES, INC.
|
||
(Registrant)
|
||
Date: May 2, 2012
|
/s/ W. H. WELLS
|
|
W. H. Wells
|
||
Senior Vice President,
|
||
Chief Financial Officer and Treasurer
|
||
Date: May 2, 2012
|
/s/ GREGORY M. HATFIELD
|
|
Gregory M. Hatfield
|
||
Vice President and Controller
|
||
(Chief Accounting Officer)
|
1.
|
I have reviewed this Form 10-Q of Rowan Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to 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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of 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
|
(d)
|
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.
|
5.
|
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):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2012
|
/s/ W. MATT RALLS
|
|
W. Matt Ralls
|
||
President and Chief Executive Officer
|
1.
|
I have reviewed this Form 10-Q of Rowan Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to 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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of 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
|
(d)
|
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.
|
5.
|
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):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2012
|
/s/ W. H. WELLS
|
|
W. H. Wells
|
||
Senior Vice President, Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented.
|
Date: May 2, 2012
|
/s/ W. MATT RALLS
|
|
W. Matt Ralls
|
||
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented.
|
Date: May 2, 2012
|
/s/ W. H. WELLS
|
|
W. H. Wells
|
||
Senior Vice President, Chief Financial Officer and Treasurer
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) [Abstract] | ||
Retirement benefit adjustments, taxes | $ 1,825 | $ 0 |