8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 17, 2017

Rowan Companies plc

(Exact name of registrant as specified in its charter)

England and Wales (State or Other Jurisdiction of Incorporation or Organization)	1-5491 (Commission File Number)	98-1023315 (I.R.S. Employer Identification Number)
2800 Post Oak Boulevard Suite 5450 Houston, Texas (Address of Principal Executive Offices)		77056-6189 (Zip Code)

Registrant’s telephone number, including area code: (713) 621-7800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

As previously announced, Rowan Companies plc (“Rowan”) and the Saudi Arabian Oil Company (“Saudi Aramco”), through their subsidiaries, have entered into agreements to create a 50/50 joint venture (the “Joint Venture”) to own, manage and operate offshore drilling units in Saudi Arabia, which agreements included a shareholders’ agreement and asset transfer and contribution agreements.

On October 17, 2017, Rowan and Saudi Aramco amended the asset transfer and contribution agreements to, among other things, modify and clarify the mechanics associated with the formation of the Joint Venture to provide for: (1) equal cash contributions to the Joint Venture by each of Rowan and Saudi Aramco, (2) the subsequent sale of the initial rigs and related assets to the Joint Venture by each party in exchange for cash (each, an “Asset Sale”), and (3) the distribution by the Joint Venture of excess cash in the amount of approximately $88 million to each party maintaining each party’s 50% ownership interest in the Joint Venture following the Asset Sales. The underlying economics of the Joint Venture to Rowan have not changed in any material respect from previously disclosure as a result of the amendments to the asset transfer and contribution agreements, nor have Rowan’s ongoing obligations under the joint venture agreements changed in any material respect as a result of the amendments to the asset transfer and contribution agreements. As previously disclosed, each party holds equal equity ownership in the Joint Venture as of the closing.

Item 7.01 Regulation FD

On October 19, 2017, Rowan issued a press release announcing the commencement of its’ joint venture with Saudi Aramco and the execution of the related transactions. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report and in the exhibits attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to Rowan Asset Transfer and Contribution Agreement, dated 17 October 2017, by and between Saudi Aramco Development Company, Rowan Rex Limited and Saudi Aramco Rowan Offshore Drilling Company
2.2	Amendment No. 1 to Saudi Aramco Asset Transfer and Contribution Agreement, dated 17 October 2017, by and between Saudi Aramco Development Company, Rowan Rex Limited and Saudi Aramco Rowan Offshore Drilling Company
99.1	Press release dated October 19, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 19, 2017	Rowan Companies plc
	By:	/s/ Stephen M. Butz
		Stephen M. Butz Executive Vice President and Chief Financial Officer

Exhibit List

Exhibit
Number	Exhibit Description
2.1	Amendment No. 1 to Rowan Asset Transfer and Contribution Agreement, dated 17 October 2017, by and between Saudi Aramco Development Company, Rowan Rex Limited and Saudi Aramco Rowan Offshore Drilling Company
2.2	Amendment No. 1 to Saudi Aramco Asset Transfer and Contribution Agreement, dated 17 October 2017, by and between Saudi Aramco Development Company, Rowan Rex Limited and Saudi Aramco Rowan Offshore Drilling Company
99.1	Press release dated October 19, 2017

EX-2.1

Exhibit 2.1

EXECUTION VERSION

THIS AMENDMENT NO. 1 (the Amendment) TO ROWAN ASSET TRANSFER AND CONTRIBUTION AGREEMENT is made on 17 October 2017

BETWEEN

(1) SAUDI ARAMCO DEVELOPMENT COMPANY, a limited liability company incorporated and registered in the Kingdom with commercial registration number 2052002216, having a registered share capital of SAR 500,000 and with its registered office at P.O. Box 500, Dhahran, 3131, the Kingdom (Saudi Aramco);

(2) Rowan REX LIMITED, a limited company duly organised and existing under the laws of the British Overseas Territory of the Cayman Islands (Rowan, together with Saudi Aramco, the Shareholders); and

(3) SAUDI ARAMCO ROWAN OFFSHORE DRILLING COMPANY, a limited company incorporated and registered in the Kingdom with commercial registration number 2051064243, having a registered share capital of SAR 187,500,000 and with its registered office at P.O. Box 3039, Al-Khobar, 34218, the Kingdom of Saudi Arabia (the Company).

WHEREAS

(A) The Shareholders are parties to that certain Rowan Asset Transfer and Contribution Agreement, dated November 21, 2016 (the Agreement), as acceded to on 25 May 2017 by and related to the Company.

(B) The Company is a 50/50 joint venture formed by the Shareholders to own, operate and manage offshore drilling rigs in the Kingdom and provide services as a contracting company in accordance with the rules and requirements of the Saudi Arabian foreign investment regulations.

(C) The Shareholders wish to amend the Agreement with respect to the asset transfers and contributions to the Company as more specifically described herein.

IT IS AGREED THAT

1. Definitions and Interpretation

1.1 In this Amendment, unless the context otherwise requires, defined terms shall have the meanings ascribed thereto in the Agreement.

1.2 The interpretive provisions of Clause 1.2 of the Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

2. AMENDMENTS TO THE AGREEMENT

2.1 Clause 1.1 of the Agreement is hereby amended by adding the following terms in the appropriate locations based on alphabetical ordering:

“Adjusted Non-Rig Inventory Schedule” has the meaning given to it in paragraph 2.2 of Schedule 1;

“Draft Non-Rig Inventory Schedule” has the meaning given to it in paragraph 2.2 of Schedule 1;

“Final Non-Rig Inventory Schedule” has the meaning given to it in paragraph 2.3 of Schedule 1; and

“Rowan Initial Assets” means the Assets to be acquired by the Company on the Project Operations Date being the Assets specified in Sections 1 and 2 of Schedule 2.

2.2 Clause 2.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.2 Subject to the terms and conditions set out in this Agreement and in the Shareholders’ Agreement, Rowan agrees to, and, if applicable, shall procure that its Affiliates on each Asset Contribution Date (including the Project Operations Date):

(a) pay an amount in cash to the Company equal to the Asset Contribution Value associated with the relevant Assets (the Asset Cash Amount);

(b) as full consideration for the payment of the Asset Cash Amount by Rowan to the Company, the Company shall enter into a subordinated shareholder loan in favour of Rowan in accordance with the terms of a Subordinated Shareholder Loan Agreement to be entered between Rowan and the Company, such subordinated loan to be evidenced by the issuance by the Company to Rowan of a Promissory Note (as defined in the Subordinated Shareholder Loan Agreement) with a face value equal to the Asset Cash Amount, subject to, and in accordance with the terms of this Agreement and the Shareholders’ Agreement;

(c) Rowan or its relevant Affiliate shall sell, transfer and deliver, or procure the sale, transfer and delivery, to the Company, free of any Lien, other than any Permitted Liens, all of Rowan’s (or its relevant Affiliate’s) ownership, right, interest in and title to each of the relevant Assets (each an Asset Contribution); and

(d) as full consideration for the sale, transfer or delivery of the relevant Assets to the Company in accordance with Clause 2.2(c) above, the Company shall pay the Asset Cash Amount to Rowan or its relevant Affiliate.

2.3 Clause 2.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.3 Immediately after the Asset Contribution Closing Date for the Rowan Initial Assets, the Company shall pay to Rowan an amount equal to 50% of all excess cash in the Company (which excess cash is estimated to be no less than $87,500,000 as of the date of this Agreement) and such amounts shall be applied as a mandatory prepayment of the subordinated shareholder loans then outstanding in accordance with paragraph 5.2 of Schedule 2 of the Shareholders’ Agreement..

2.4 Clause 14 of the Agreement is hereby amended:

(a) by adding the following Clause after 14.2 as a new Clause 14.3:

The inclusion, exclusion and variation from time to time of any terms, conditions, representations, warranties, indemnities and any other rights, obligations and duties in any of the bills of sale entered into between Rowan or its relevant Affiliate and the Company in relation to any Asset Contribution by Rowan shall not amend, vary, otherwise modify or prevail or take precedence over any of the terms, conditions, representations, warranties, indemnities and any other rights, obligations and duties (as the same may be amended or varied from time to time in accordance with Clause 15 of this Agreement) to which the Parties have agreed under this Agreement.

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2.5 Section 2.2 of Schedule 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.2 As soon as reasonably practicable after the Formation Date (as defined in the Shareholders’ Agreement), Rowan shall deliver to the Company and Saudi Aramco a draft of the Non-Rig Inventory Schedule (the Draft Non-Rig Inventory Schedule), containing its good faith estimate of the items to be contributed to the Company as Non-Rig Inventory and the Asset Contribution Value thereof. As soon as reasonably practicable thereafter, representatives of Saudi Aramco and Rowan shall jointly conduct a cycle count to verify the presence of the top one hundred (100) consolidated items of consumable stock by value listed in the Draft Non-Rig Inventory Schedule and the top one hundred (100) individual items of consumable stock by value not identified within the consolidated count. For tubulars and spare capital assets, a full cycle count shall be conducted. In connection with such cycle count, the representatives of Saudi Aramco and Rowan conducting the cycle count shall confirm that the Non-Rig Inventory does not include any item of Inventory that is required to comply with the Specifications for a particular Rig. Discrepancies in excess of 5% for consumable stock shall be extrapolated across uncounted consumable stock items in a revised Non-Rig Inventory Schedule adjusted for the cycle count results (the Adjusted Non-Rig Inventory Schedule), but shall have no effect for spare capital assets and tubulars given the full cycle count.

2.6 Section 2.3 of Schedule 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.3 Following the completion of such cycle count and no later than three (3) days prior to the initial Asset Contribution Date, the representatives of Saudi Aramco and Rowan shall deliver to the Company a further revised copy of the Non-Rig Inventory Schedule in agreed and final form (the Final Non-Rig Inventory Schedule), reflecting consumption of or addition to items of Non-Rig Inventory in the intervening period between the date of the Adjusted Non-Rig Inventory Schedule and the date of the Final Non-Rig Inventory Schedule. Such Final Non-Rig Inventory Schedule shall contain an explanation of each additional item that was not contained in the Adjusted Non-Rig Inventory. The aggregate Asset Contribution Value for the Non-Rig Inventory reflected in the Final Non-Rig Inventory Schedule shall be used to calculate the amount of Saudi Aramco’s initial ‘matching contribution’ and the amount of the subordinated shareholder loans issued by the Company in favour of Saudi Aramco and Rowan at the initial Asset Contribution Date provided that if a proper explanation of an additional item is not included in the Final Non-Rig Inventory Schedule then the value and quantity of such item shall be excluded.

2.7 Section 2 of Schedule 2 of the Agreement is hereby amended and restated in its entirety to read as follows:

2. NON-RIG INVENTORY

Rowan shall transfer and deliver to the Company all onshore Inventory owned by Rowan in The Kingdom as of the first Asset Contribution Date, except for (a) onshore Inventory assigned to the Rowan Mississippi and Bob Palmer, and (b) onshore tubulars and spare capital assets assigned to all other non-contributed rigs. A representative list of Non-Rig Inventory used in Rowan’s current Saudi operations is attached as Exhibit 1 to this Schedule 2. The Final Non-Rig Inventory Schedule shall be substantially similar in terms of types of items listed in Exhibit 1 to this Schedule 2 and generally only vary in quantity.

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3. GENERAL PROVISIONS

3.1 The provisions of Clauses 13 through 26 of the Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

3.2 Save as amended pursuant to this Amendment, the provisions of the Agreement shall continue in full force and effect.

3.3 If there is any conflict between the terms of this Amendment and the Agreement, this Amendment shall prevail.

3.4 This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of The Kingdom.

[Signature page follows]

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This Amendment has been entered into on the date stated at the beginning of it.

SAUDI ARAMCO DEVELOPMENT COMPANY
By:	/s/ Yasser M. Mufti
Name:	Yasser M. Mufti
Title:	Chairman of the Board of Directors

In the presence of:
Signature of witness	/s/ Mohammed Qoqandi	/s/ Eyad Aljubran
Name of witness	Mohammed Qoqandi	Eyad Aljubran
Address of witness	Dhahran	Dhahran
Occupation of witness	Attorney	Attorney

ROWAN REX LIMITED
By:	/s/ Mark Mai
Name:	Mark Mai
Title:	Vice President and Secretary

In the presence of:
Signature of witness	/s/ Momen A. Wishahy	/s/ Ebrahim A. Hal
Name of witness	Momen A. Wishahy	Ebrahim A. Hal
Address of witness	2800 Post Oak Blvd., Houston, Texas	2800 Post Oak Blvd., Houston, Texas
Occupation of witness	Engineer	Engineer

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SAUDI ARAMCO ROWAN OFFSHORE DRILLING COMPANY
By:	/s/ Kelly A. McHenry
Name:	Kelly A. McHenry
Title:	Chief Executive Officer

In the presence of:
Signature of witness	/s/ Ali Alsulabiku	/s/ Abdullah Bujabanah
Name of witness	Ali Alsulabiku	Abdullah Bujabanah
Address of witness
Occupation of witness

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EX-2.2

Exhibit 2.2

EXECUTION VERSION

THIS AMENDMENT NO. 1 (the Amendment) TO SAUDI ARAMCO ASSET TRANSFER AND CONTRIBUTION AGREEMENT is made on 17 October 2017

BETWEEN

(1) SAUDI ARAMCO DEVELOPMENT COMPANY, a limited liability company incorporated and registered in the Kingdom with commercial registration number 2052002216, having a registered share capital of SAR 500,000 and with its registered office at P.O. Box 500, Dhahran, 3131, the Kingdom (Saudi Aramco);

(2) Rowan REX LIMITED, a limited company duly organised and existing under the laws of the British Overseas Territory of the Cayman Islands (Rowan, and together with Saudi Aramco, the Shareholders); and

(3) SAUDI ARAMCO ROWAN OFFSHORE DRILLING COMPANY, a limited company incorporated and registered in the Kingdom with commercial registration number 2051064243, having a registered share capital of SAR 187,500,000 and with its registered office at P.O. Box 3039, Al-Khobar, 34218, the Kingdom of Saudi Arabia (the Company).

WHEREAS

(A) The Shareholders are parties to that certain Saudi Aramco Asset Transfer and Contribution Agreement, dated November 21, 2016 (the Agreement), as acceded to on 25 May 2017 by and related to the Company.

(B) The Company is a 50/50 joint venture formed by the Shareholders to own, operate and manage offshore drilling rigs in the Kingdom and provide services as a contracting company in accordance with the rules and requirements of the Saudi Arabian foreign investment regulations.

(C) The Shareholders wish to amend the Agreement with respect to the asset transfers and contributions to the Company as more specifically described herein.

IT IS AGREED THAT

1. Definitions and Interpretation

1.1 In this Amendment, unless the context otherwise requires, defined terms shall have the meanings ascribed thereto in the Agreement.

1.2 The interpretive provisions of Clause 1.2 of the Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

2. AMENDMENTS TO THE AGREEMENT

2.1 Clause 1.1 of the Agreement is hereby amended by substituting “Clause 2.2(b)” for “Clause 2.2(a)” in the definition of “Asset Contribution.”

2.2 Clause 1.1 of the Agreement is hereby amended by adding the following terms in the appropriate locations based on alphabetical ordering:

1

“Adjusted Non-Rig Inventory Schedule” has the meaning given to it in paragraph 2.2 of Schedule 1;

“Final Non-Rig Inventory Schedule” has the meaning given to it in paragraph 2.3 of Schedule 1; and

“Initial Assets” means the Assets to be acquired by the Company on the Project Operations Date being the Assets specified in Sections 1 and 2 of Schedule 2.

2.3 Clause 1.1 of the Agreement is hereby amended by replacing the reference to “Section 4” in the definitions of “Matching Contribution” and “Matching Contribution Date” with “Section 3”.

2.4 Clause 2.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.2 Subject to the terms and conditions set out in this Agreement and in the Shareholders’ Agreement:

(a) on the Project Operations Date:

(i) Saudi Aramco shall pay an amount in cash to the Company equal to (A) the Asset Contribution Value associated with the Initial Assets (the Asset Cash Amount)); and (B) the relevant Matching Contribution ((A) and (B), together, the Initial Cash Amount);

(ii) as full consideration for the payment of the Initial Cash Amount by Saudi Aramco to the Company, the Company shall enter into a subordinated shareholder loan in favour of Saudi Aramco in accordance with the terms of the Subordinated Shareholder Loan Agreement to be entered into on or around the Project Operations Date between Saudi Aramco and the Company, such subordinated shareholder loan to be evidenced by the issuance by the Company to Saudi Aramco of a Promissory Note (as defined in the Subordinated Shareholder Loan Agreement) with a face value equal to the Initial Cash Amount, subject to, and in accordance with, the terms of this Agreement and the Shareholders’ Agreement;

(iii) Saudi Aramco or its relevant Affiliate shall sell, transfer and deliver, or procure the sale, transfer and delivery, to the Company, free of any Lien, other than any Permitted Liens, all of Saudi Aramco’s (or its relevant Affiliate’s) ownership, right, interest in and title to each of the Initial Assets; and

(iv) as full consideration for the sale, transfer or delivery of the Initial Assets to the Company in accordance with Clause 2.2(a)(iii) above, the Company shall pay the Asset Cash Amount to Saudi Aramco or its relevant Affiliate;

(b) on the applicable Rowan Asset Contribution Date (other than the Project Operations Date):

(i) Saudi Aramco shall pay an amount in cash to the Company equal to the relevant Matching Contribution on the relevant Matching Contribution Date; and

(ii) as full consideration for the payment of the relevant Matching Contribution in Clause 2.2(b)(i) above, the Company shall enter into a subordinated shareholder loan in favour of Saudi Aramco, such subordinated shareholder loan to be evidenced by the issuance by the Company to Saudi Aramco of a Promissory Note (as defined in the relevant Subordinated Shareholder Loan Agreement) with a face value equal to the relevant Matching Contribution, subject to, and in accordance with, the terms of this Agreement and the Shareholders’ Agreement.

2.5 Clause 2.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.3 Immediately after the Asset Contribution Closing Date for the Initial Assets, the Company shall pay to Saudi Aramco an amount equal to 50% of all excess cash in the Company (which excess cash is estimated to be no less than $87,500,000 as of the date of this Agreement) and such amounts shall be applied as a mandatory prepayment of the subordinated shareholder loans then outstanding in accordance with paragraph 5.2 of Schedule 2 of the Shareholders’ Agreement.

2

2.6 Clause 6.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

6.2 Saudi Aramco shall indemnify the Company against all Losses in respect of any act or omission on the part of Saudi Aramco in relation to the relevant Contracts on or before the applicable Closing. The Parties acknowledge that Saudi Aramco is unable to and will not transfer to the Company at Closing any open purchase orders relating to the Rigs and covering items of the type included in Non-Rig Inventory. Saudi Aramco shall pay any outstanding amounts under such open purchase orders as soon as practicable and in accordance with the terms of the relevant purchase order following the relevant Asset Contribution Closing Date. The Parties agree that, on and from Closing, the items that are the subject of such open purchase orders shall be for the benefit of the Company and Saudi Aramco shall ensure that all items received following the settlement of such open purchase orders by Saudi Aramco shall be promptly delivered to the Company. Such open purchase orders shall be deemed closed if goods receipt has occurred prior to the initial Asset Contribution Closing Date.

2.7 Clause 14 of the Agreement is hereby amended:

(a) by adding the following clause after Clause 14.2 as a new Clause 14.3:

The inclusion, exclusion and variation from time to time of any terms, conditions, representations, warranties, indemnities and any other rights, obligations and duties in any of the bills of sale entered into between Saudi Aramco or its relevant Affiliate and the Company in relation to any Asset Contribution by Saudi Aramco shall not amend, vary, otherwise modify or prevail or take precedence over any of the terms, conditions, representations, warranties, indemnities and any other rights, obligations and duties (as the same may be amended or varied from time to time in accordance with Clause 15 of this Agreement) to which the Parties have agreed under this Agreement.

(b) by renumbering Clause 14.3 and 14.4 to become Clauses 14.4 and 14.5, respectively.

2.8 Section 2.1(b) of Schedule 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

(b) all spare capital assets shall be valued at one hundred percent (100%) of market value as of the Inventory Cut-Off Date.

2.9 Section 2.2 of Schedule 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.2 As soon as reasonably practicable after the Formation Date, Saudi Aramco shall deliver to the Company and Rowan a revised draft of the Non-Rig Inventory Schedule, containing its good faith estimate of the items to be contributed to the Company as Non-Rig Inventory and the Asset Contribution Value thereof. As soon as reasonably practicable thereafter, representatives of Saudi Aramco and Rowan shall jointly conduct a cycle count to verify the presence of, and acceptable condition of, the items of consumable stock listed in the Non-Rig Inventory Schedule. For spare capital assets, a full cycle count shall also be conducted. In connection with such cycle count, the representatives of Saudi Aramco and Rowan conducting the cycle count shall confirm that the Non-Rig Inventory does not include any item of Inventory that is required to comply with the Specifications for a particular Rig. Saudi Aramco and Rowan shall agree on a revised Non-Rig Inventory Schedule adjusted for the cycle count results (the Adjusted Non-Rig Inventory Schedule).

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2.10 Section 2.3 of Schedule 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.3 Following the completion of such cycle count and no later than three (3) days prior to the initial Asset Contribution Date, the representatives of Saudi Aramco and Rowan shall deliver to the Company a further revised copy of the Non-Rig Inventory Schedule in agreed and final form (the Final Non-Rig Inventory Schedule), reflecting consumption of or addition to items of Non-Rig Inventory in the intervening period between the date of the Adjusted Non-Rig Inventory Schedule and the date of the Final Non-Rig Inventory Schedule. Such Final Non-Rig Inventory Schedule shall contain an explanation of each additional item that was not contained in the Adjusted Non-Rig Inventory Schedule. The aggregate Asset Contribution Value for the Non-Rig Inventory reflected in the Final Non-Rig Inventory Schedule shall be used to calculate the amount of Saudi Aramco’s initial Matching Contribution and the amount of the subordinated shareholder loans issued by the Company in favour of Saudi Aramco and Rowan at the initial Asset Contribution Date provided that if a proper explanation of an additional item is not included in the Final Non-Rig Inventory Schedule then the value and quantity of such item shall be excluded.

2.11 Section 2 of Schedule 2 of the Agreement is hereby amended and restated in its entirety to read as follows:

2. NON-RIG INVENTORY

Saudi Aramco shall sell, transfer and deliver to the Company the non-rig inventory on the project operations date (the Asset Contribution Date). A representative list of Non-Rig Inventory used in Saudi Aramco's current Saudi operations is attached as Exhibit 2 to this Schedule 2. The Final Non-Rig Inventory Schedule shall be substantially similar in terms of types of items listed in Exhibit 2 to this Schedule 2 and generally only vary in quantity.

2.12 The list of Contracts specified in Schedule 7 of the Agreement is hereby deleted and replaced with the words “None specified.”.

3. GENERAL PROVISIONS

3.1 The provisions of Clauses 13 through 26 of the Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

3.2 Save as amended pursuant to this Amendment, the provisions of the Agreement shall continue in full force and effect.

3.3 If there is any conflict between the terms of this Amendment and the Agreement, this Amendment shall prevail.

3.4 This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of The Kingdom.

[Signature page follows]

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This Amendment has been entered into on the date stated at the beginning of it.

SAUDI ARAMCO DEVELOPMENT COMPANY
By:	/s/ Musaab Al-Mulla
Name:	Musaab Al-Mulla
Title:	Vice President

In the presence of:
Signature of witness	/s/ Hassan H. Al-Zahrani	/s/ Mohammed Almansour
Name of witness	Hassan H. Al-Zahrani	Mohammed Almansour
Address of witness	NBD - Saudi Aramco	NBD - Saudi Aramco
Occupation of witness	Sr. Business Development Consultant	Business Development Analyst

ROWAN REX LIMITED
By:	/s/ Mark Mai
Name:	Mark Mai
Title:	Vice President and Secretary

In the presence of:
Signature of witness	/s/ Momen A. Wishahy	/s/ Ebrahim A. Hal
Name of witness	Momen A. Wishahy	Ebrahim A. Hal
Address of witness	2800 Post Oak Blvd., Houston, Texas	2800 Post Oak Blvd., Houston, Texas
Occupation of witness	Engineer	Engineer

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SAUDI ARAMCO ROWAN OFFSHORE DRILLING COMPANY
By:	/s/ Kelly A. McHenry
Name:	Kelly A. McHenry
Title:	Chief Executive Officer

In the presence of:
Signature of witness	/s/ Ali Alsulabiku	/s/ Abdullah Bujabanah
Name of witness	Ali Alsulabiku	Abdullah Bujabanah
Address of witness
Occupation of witness

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EX-99.1

Exhibit 99.1

  Press Release

Contacts:

Carrie Prati

Director, Investor Relations

carrie.prati@rowancompanies.com

+1 713 960 7581

FOR IMMEDIATE RELEASE

October 19, 2017

Rowan Announces Launch of ARO Drilling

HOUSTON, TEXAS -- Rowan Companies plc (“Rowan” or the “Company”) (NYSE: RDC) announced today that ARO Drilling, a 50/50 joint venture with the Saudi Arabian Oil Company ("Saudi Aramco"), commenced operations on October 17, 2017.

Tom Burke, President and Chief Executive Officer, stated, "We are extremely pleased to announce the launch of ARO Drilling. This is a groundbreaking joint venture that supports Saudi Arabia’s Vision 2030, and provides Rowan with an unparalleled long-term growth opportunity throughout the next decade and beyond.”

As part of the initial startup of ARO Drilling, Rowan and Saudi Aramco contributed equal amounts of cash into the joint venture. Following these contributions, Rowan sold three of its jack-up drilling rigs to ARO Drilling, including the J.P. Bussell, which was previously idle, and Saudi Aramco sold one of its jack-up drilling rigs to ARO Drilling. Following the purchase of these drilling rigs, ARO Drilling distributed excess cash in the amount of approximately $88 million to each of Rowan and Saudi Aramco maintaining each party’s 50% ownership interests in the joint venture.

Pursuant to the ARO Drilling shareholders’ agreement, Saudi Aramco will sell an additional jack-up rig in 2017 to ARO Drilling and Rowan will sell an additional two jack-up rigs to ARO Drilling once they complete their current contracts in late 2018.

ARO Drilling also now manages the operations of Rowan’s seven remaining jack-up rigs currently in Saudi Arabia. Rowan and Saudi Aramco have agreed that ARO Drilling will purchase twenty future newbuild rigs that will be constructed by a Saudi Aramco manufacturing joint venture and are expected to be delivered between 2021 and 2030. Each newbuild is expected to have a sixteen year drilling commitment upon delivery to ARO Drilling

Interested parties are invited to view reference materials on the Investor Relations page of Rowan's website at www.rowan.com.  

Rowan is a global provider of contract drilling services with a fleet of 26 mobile offshore drilling units, composed of 22 self-elevating jack-up rigs and four ultra-deepwater drillships. The Company's fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, and Trinidad. Additionally, the Company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling, that owns a fleet of four self-elevating jack-up rigs that operate in the Arabian Gulf. The Company’s Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol “RDC.” For more information on the Company, please visit www.rowan.com.

Statements herein that are not historical facts are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected business, financial and operating performance and prospects of the Company and ARO Drilling, the anticipated timing, terms and delivery of any additional newbuild rigs to ARO Drilling, the timing and terms of any future contributions by the Company to ARO Drilling, and future contractual commitments of ARO Drilling. These forward-looking statements are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, variations in energy demand, changes in day rates, cancellation, early termination or renegotiation by our customers of drilling contracts, risks associated with fixed cost drilling operations, cost overruns or delays in transportation of drilling units, cost overruns or delays in maintenance and repairs, cost overruns or delays for conversion or upgrade projects, operating hazards and equipment failure, risks of collision and damage, casualty losses and limitations on insurance coverage, customer credit and risk of customer bankruptcy, conditions in the general economy and energy industry, weather conditions and severe weather in the Company's operating areas, increasing complexity and costs of compliance with environmental and other laws and regulations, changes in tax laws and interpretations by taxing authorities, civil unrest and instability, terrorism, piracy and hostilities in our areas of operations that may result in loss or seizure of assets, impairments, the outcome of disputes, including tax disputes, and legal proceedings, effects of the change in our corporate structure, and other risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. Each forward-looking statement speaks only as of the date hereof, and the Company expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.