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): February 27, 2012

Rowan Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-5491	75-0759420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 POST OAK BOULEVARD

SUITE 5450

HOUSTON, TEXAS 77056

(Address of Principal Executive Offices and 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:

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

x 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))

Item 1.01. Entry into a Material Definitive Agreement

On February 28, 2012, Rowan Companies, Inc., a Delaware corporation (the “Company”), announced that its Board of Directors has unanimously approved a plan to change the Company’s corporate structure. Under the proposed plan, the Company’s legal domicile would change from Delaware to the United Kingdom, where the Company already has substantial and growing operations. In connection with the plan to change its structure, the Company entered into an Agreement and Plan of Merger and Reorganization on February 27, 2012 (the “Merger Agreement”), with Rowan Mergeco, LLC, a newly formed Delaware limited liability company (“Rowan Mergeco”) and wholly owned subsidiary of the Company. Under the Merger Agreement, Rowan Mergeco will merge with and into the Company, with the Company being the surviving company (the “Merger”) and an indirect subsidiary of a newly formed English public limited company to be named “Rowan Companies plc” or similar name (“Rowan UK”).

In the Merger, each stockholder of the Company will have the right to receive the number of American depositary shares representing Class A Ordinary Shares of Rowan UK equal to the number of shares of common stock of the Company that the stockholder holds at the effective time of the Merger. Upon completion of the Merger, the Company’s business and operations will continue in substantially the same manner except that Rowan UK will be the parent company of the Rowan group of companies. The Merger Agreement is subject to stockholder approval and other conditions, including receipt of applicable consents and other approvals, as set forth therein. The Company currently anticipates it will complete the proposed change in corporate structure by late spring 2012.

The foregoing description of the Merger and related transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 and incorporated into this report by reference.

Item 8.01. Other Events

On February 28, 2012, the Company issued a press release announcing the proposed plan to change its corporate structure. A copy of the press release is furnished as Exhibit 99.1 and incorporated into this report by reference.

On February 28, 2012, the Company’s CEO, W. Matt Ralls, sent an e-mail to all employees in connection with the proposed plan to change the Company’s corporate structure. A copy of the e-mail is furnished as Exhibit 99.2 and incorporated into this report by reference.

On February 28, 2012, the Company e-mailed FAQs to its employees with respect to the proposed plan to change its corporate structure. A copy of the FAQs is furnished as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this report by reference.

On February 28, 2012, the Company held its Fourth Quarter and Full Year 2011 Earnings Call during which, among other topics, the proposed plan to change the Company’s corporate structure was discussed. An excerpt from the conference call script, as it relates to the plan, is furnished as Exhibit 99.4 and incorporated into this report by reference.

On or after February 28, 2012, the Company may send an e-mail to Rowan business partners in connection with the proposed plan to change the Company’s corporate structure. A copy of the form of e-mail is furnished as Exhibit 99.5 and incorporated into this report by reference.

Additional Information

Rowan UK has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed Merger, and each of the Company and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, the Company will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The Company urges stockholders — including participants in its equity based incentive compensation plans — and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Rowan UK subsequently files with the SEC) before making any voting or investment decision about the proposed Merger, because they contain important information about the Company, Rowan UK and the proposed Merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about

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the Company and Rowan UK, for free at the SEC’s website, www.sec.gov, and the Company’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

The Company, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (the Company’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of the Company and their ownership in the Company is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and our website as described above

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
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).
99.1	Press Release dated February 28, 2012.
99.2	E-mail from Rowan Companies, Inc. CEO W. Matt Ralls to all Rowan employees dated February 28, 2012.
99.3	Employee FAQs dated February 28, 2012.
99.4	Excerpt from Rowan Companies, Inc. Fourth Quarter and Full Year 2011 Earnings Call script as it relates the proposed plan to change the Company’s corporate structure.
99.5	Form of e-mail from Rowan Companies, Inc. to business partners.

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SIGNATURE

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: February 27, 2012

ROWAN COMPANIES, INC.
By:	/S/    WILLIAM H. WELLS
	William H. Wells
	Senior Vice President – CFO and Treasurer (Principal Financial Officer)

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Index to Exhibits

Exhibit Number	Description
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).
99.1	Press Release dated February 28, 2012.
99.2	E-mail from Rowan Companies, Inc. CEO W. Matt Ralls to all Rowan employees dated February 28, 2012.
99.3	Employee FAQs dated February 28, 2012.
99.4	Excerpt from Rowan Companies, Inc. Fourth Quarter and Full Year 2011 Earnings Call script as it relates the plan to change the Company’s corporate structure.
99.5	Form of e-mail from Rowan Companies, Inc. to business partners.

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE February 28, 2012

Rowan Announces Proposed Change in Corporate Structure

HOUSTON, TEXAS – Rowan Companies, Inc. (NYSE: RDC) today announced that its Board of Directors has unanimously approved a plan to change the Company’s corporate structure. The proposed plan is designed to enhance shareholder value by improving Rowan’s long-term competitive position as a global contract driller.

Under the proposed plan, the Company’s legal domicile would change from Delaware to the United Kingdom (U.K.), where the Company already has substantial and growing operations. The offshore drilling industry is a global business and Rowan has been evolving into a much more geographically diversified company. This change aligns the Company’s structure with its significant shift in strategic focus toward key global markets over the past decade, as well as the central role of its U.K. base to Rowan’s management and oversight of its global operations. The Company estimates approximately 81 percent of revenue will be derived from non-U.S. operations in 2012, compared with just ten percent in 2004.

By making the Company more competitive and enhancing its ability to reinvest in its business, Rowan expects that over the long term the proposed plan will lead to further growth and job creation in the U.S. and globally. This plan will have no effect on employees’ jobs, wages, or current benefits.

Rowan’s Board of Directors believes the plan reflects and reinforces many operating benefits from its growing base of activity in the U.K., including:

• Improving access to key customers in the U.K., Europe and Egypt, which collectively comprise 59 percent of Rowan’s contract backlog;

• Enhancing the Company’s ability to further expand in the North Sea and other markets by continuing to build an efficient shore base from which to reach its rigs and communicate with key customers in those important markets;

• Improving the general perception with customers and the investment community that Rowan is a global contract driller with an increasing focus on international markets, which generally offer longer-term contracts, a stronger backlog and more predictable cash flow; and

• Allowing Rowan, over the long term, to remain competitive with the effective tax rates of its global competitors, most of which are domiciled outside the U.S.

2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056

Tel: (713) 621-7800 Fax: (713) 960-7509

W. Matt Ralls, President and Chief Executive Officer, commented, “The offshore drilling industry is a global business and we have been evolving into a much more geographically diversified company. With this change in our structure, we formally recognize that the base of operations we first established in the U.K. more than three decades ago is now a central and efficient location from which we manage the markets that will be our largest source of revenue this year. The changes we are making will increase shareholder value over time by improving our competitiveness as a global contract driller and by giving us greater flexibility to manage our global operations. Our industry has already moved in this direction, and over the long term, by making the Company even more competitive, we can grow and reinvest in our business, leading to the creation of more high-paying jobs both in the U.S. and in the other markets we serve.”

In order to put in place the change in corporate structure, the plan provides that the Company would consummate a merger with one of its subsidiaries. As a result of the merger, all common stock of the Company – including shares granted under the Company’s equity based incentive plans — will be exchanged for American depositary shares (“ADS”) of its new U.K. parent company – a newly formed English public limited company to be named “Rowan Companies plc” (“Rowan UK”). ADS will represent Class A Ordinary Shares of Rowan UK. Upon completion of the merger, Rowan’s business and operations will continue in substantially the same manner except that Rowan UK will be the parent company of the Rowan group of companies. Rowan will submit an application to the New York Stock Exchange (“NYSE”) and anticipates that, immediately following the effective time of the merger, the ADS will be listed on the NYSE under the symbol “RDC,” the current symbol for Rowan Delaware common stock. The plan is subject to stockholder approval and other conditions, including receipt of applicable consents and approvals. The Company currently anticipates that it will complete the proposed change in corporate structure by late spring.

Rowan UK will remain subject to U.S. Securities and Exchange Commission (“SEC”) reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE. The Company will continue to report its financial results in U.S. dollars under U.S. generally accepted accounting principles.

Rowan UK has filed with the SEC a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed merger, and each of Rowan and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, Rowan will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The Company urges stockholders – including participants in its equity based incentive compensation plans — and investors to read carefully the proxy statement/prospectus (and any other document that Rowan or Rowan UK subsequently files with the SEC) before making any voting or investment decision about the proposed merger, because they contain important information about Rowan, Rowan UK and the proposed merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about Rowan and Rowan UK, for free at the SEC’s website, www.sec.gov, and Rowan’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

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Rowan Companies, Inc. is a major provider of global offshore contract drilling services with a leading position in high-specification jack-up rigs. The Company’s fleet of 31 jack-up rigs is located worldwide, including the Middle East, the North Sea, Trinidad, Southeast Asia and the Gulf of Mexico. Rowan will enter the ultra-deepwater market with three high-specification drillships expected to be delivered starting in late 2013. Rowan’s stock is traded on the New York Stock Exchange under the symbol “RDC”. For more information on Rowan, please visit www.rowancompanies.com.

This report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the proposed change in corporate structure as well as statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. 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, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and environmental and other laws and regulations, including changes in tax laws, whether our stockholders approve the merger (and related transactions) and whether we achieve the benefits we expect from the proposed change in our corporate structure. Other relevant factors have been and will be disclosed in the Company’s filings with the SEC.

Rowan, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (Rowan’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of Rowan and their ownership in Rowan is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and our website as described above.

Contact:

Suzanne M. Spera

Director of Investor Relations

(713) 960-7517

sspera@rowancompanies.com

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EX-99.2

Exhibit 99.2

To:	All Rowan Employees
From:	W. Matt Ralls
Date:	February 28, 2012
Subject:	Plan to Change Corporate Structure

Dear Rowan Colleagues:

This morning we announced that our Board of Directors approved a plan to change our corporate structure to enhance our long-term competitive position as a global contract driller. An important part of that plan is changing our legal domicile from Delaware to the United Kingdom (U.K.), where, as you know, we already have substantial and growing operations. Please note that there will be no changes to your jobs, wages, or benefits as a result of this action.

As many of you are aware, several other companies in our industry have already changed their legal place of incorporation. Like us, those companies recognized that the offshore drilling industry is now a global business. Today, 96% of our contract backlog is for work outside the United States and eight of our top ten customers are headquartered outside the U.S. During 2012, we expect to have 74% of our rigs located outside of the United States and 81% of our revenues generated outside the U.S. Clearly, we have been evolving into a much more geographically diversified company. This transaction helps to ensure that we maximize our long-term flexibility regarding the markets in which we operate.

Again, this action will have no effect on employees’ jobs, wages, or current benefits, in the U.S. or anywhere else. In fact, by making us more competitive over the long term and enhancing our ability to reinvest in our business and to grow, we expect these changes will lead to further job expansion in the U.S. and globally. Longer term, this change will also help put us on an equal footing with our competitors, most of which are domiciled overseas.

Attached are the press release we issued today along with Frequently Asked Questions that I hope will help respond to any questions you may have about this change. Any employees participating in our equity plans should also read carefully the proxy materials you will receive in the mail for details regarding conversion of your shares, including as to the conversion of any of your equity incentive plan grants of shares of common stock to shares of the new U.K. company.

We believe this change in structure will serve the best interest of Rowan and all of its employees and other important stakeholders. Thank you for your continued dedication to our company.

Sincerely,

W. Matt Ralls

* * *

This communication relates to a proposed plan to change the Company’s corporate structure through a merger. Rowan UK has filed with the SEC a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed merger, and each of Rowan and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, Rowan will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The Company urges stockholders and investors to read carefully the proxy statement/prospectus (and any other

document that the Company or Rowan UK – including participants in its equity-based incentive compensation plans—subsequently files with the SEC) before making any voting or investment decision about the proposed merger, because they contain important information about the Company, Rowan UK and the proposed merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about Rowan and Rowan UK, for free at the SEC’s website, www.sec.gov, and Rowan’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

Rowan, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (Rowan’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of the Company and their ownership in Rowan is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and Rowan’s website as described above.

This communication contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the proposed change in corporate structure as well as statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. 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, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and environmental and other laws and regulations, including changes in tax laws, whether our stockholders approve the merger (and related transactions) and whether we achieve the benefits we expect from the proposed change in our corporate structure. Other relevant factors have been and will be disclosed in the Company’s filings with the SEC.

EX-99.3

Exhibit 99.3

Employee FAQs

1. What did Rowan announce?

Rowan announced that its Board of Directors has unanimously approved a plan to change the Company’s corporate structure, further strengthening the Company’s long-term competitive position as a global contract driller. Under the proposed plan the Company’s legal domicile would change from Delaware to the U.K., where the Company already has substantial and growing operations.

2. Why are we making this change?

The offshore drilling industry is now a global business and we have been adapting to increase our long-term competitiveness and flexibility to better serve our important markets. This change simply formalizes what we have already done and must continue to do to remain competitive for the long term. This plan reflects our strong and growing presence in the U.K., which is a much more efficient location from which to reach and communicate with our rigs, 74% of which are located outside of the United States, and customers all over the world. Longer term, it also enables us to be competitive with the global tax rates of our peers, most of which have already changed domiciles or were domiciled outside the U.S.

3. Will the company cut any jobs?

No. This action will have no effect on employees’ jobs, wages, or current benefits, in the U.S. or globally. As you are already aware, we are in growth mode and will be hiring more than 600 employees over the next few years to support our deepwater operations and to replace those jack-up employees who move to our deepwater operations. This transaction, , by making the Company more competitive and enhancing its ability to reinvest in its business, should lead to even further growth and job creation in both the U.S. and globally over the long term.

4. Will this affect my pay in any way? Will my benefits be affected?

No. Your salary and current benefits will not be affected.

5. Will anything change for U.K. employees?

No. We will be holding additional management and Board meetings at our U.K. facilities, but nothing else will change.

6. Are we going to change the way that we staff our rigs?

No. This will not result in any changes in the way that rigs are staffed.

7. I own stock in the company. How will this affect me?

Any shares that you own will be converted to shares of the new U.K. Company. These shares will continue to trade on the New York Stock Exchange.

8. Is the exchange a taxable event for shareholders?

You are urged to consult your personal tax advisor. We can tell you that under current law, and as a general matter, shareholders, including employees who still own vested stock granted by the Company, must pay capital gains tax on any appreciation in value. So, for example, if at the time you acquired your shares they were valued at $30 per share, and at the time of the exchange they are valued at $38 per share, you will pay capital gains tax on the amount of appreciation – in this case $8 per share. Please note that under current law, after paying capital gains taxes on the appreciation, your cost basis will be increased, possibly reducing future taxes on the sale of the stock.

Shareholders will not be permitted to recognize any losses realized on their Rowan shares in the conversion. Shareholders who acquired their stock at a value that is higher than the value of those shares at the time of the exchange should retain their historic tax basis in those shares. Thus, subject to any changes in the value of the shares, any loss should be preserved. If a shareholder holds shares on which gains are realized and other shares on which losses are realized, the shareholder may not net the losses against the gains to determine the amount of gain recognized.

Importantly, you will not be subject to tax with respect to any shares you hold in the Company’s 401(k) plan.

Rowan is not able to provide tax advice to its employees or shareholders. We urge you to consult your own tax advisor regarding the particular tax considerations of the exchange to you.

9. I have grants under Rowan’s equity based incentive compensation plans? How will this affect me?

Your grants remain outstanding and subject to the same terms and vesting/exercise schedules. However, the grants will now relate to shares of the new U.K. Company, instead of common stock of the Delaware Company. We will get you more information closer to the time of the actual transaction.

* * *

This communication relates to a proposed plan to change the Company’s corporate structure through a merger. Rowan UK has filed with the SEC a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed merger, and each of Rowan and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, Rowan will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The Company urges stockholders and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Rowan UK – including participants in its equity-based incentive compensation plans—subsequently files with the SEC) before making any voting or investment decision about the proposed merger, because they contain important information about the Company, Rowan UK and the proposed merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about Rowan and Rowan UK, for free at the SEC’s website, www.sec.gov, and Rowan’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

Rowan, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (Rowan’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of the Company and their ownership in Rowan is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and Rowan’s website as described above.

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This communication contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the proposed change in corporate structure as well as statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. 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, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and environmental and other laws and regulations, including changes in tax laws, whether our stockholders approve the merger (and related transactions) and whether we achieve the benefits we expect from the proposed change in our corporate structure. Other relevant factors have been and will be disclosed in the Company’s filings with the SEC.

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EX-99.4

Exhibit 99.4

Excerpt from Rowan Companies, Inc. Fourth Quarter and Full Year 2011 Earnings Call Script

Good morning everyone and thank you for joining us this morning. Before we get into the results for the fourth quarter, I want to discuss the other release we made today. Last Friday, our Board of Directors unanimously approved a plan to change our corporate structure, which we believe will enhance shareholder value by further strengthening our long-term competitive position as a global contract driller. Under the proposed plan our legal domicile would change from Delaware to the U.K., where we already have substantial and growing operations.

This action is designed to ensure that Rowan will remain competitive in our industry over the long term, and have maximum flexibility in terms of the markets in which we work. The offshore drilling industry is a global business and over the past several years Rowan has been steadily migrating away from being a predominantly US based contractor and toward geographic diversification. In 2004, 10 percent of our revenues were generated outside the U.S., which compares to an estimated 81 percent of our revenues to be generated outside the U.S. in 2012. In addition, 96 percent of our contract backlog is from markets outside the U.S, eight of our top ten customers (by 2012 revenues) are headquartered outside the U.S., and, as you are aware, the overwhelming majority of our competitors are domiciled overseas.

So, for us, this change continues a natural evolution of our business. Today, our U.K. group manages operations that will represent our largest source of revenues in 2012 and is centrally located between our second and third largest regions, the Middle East and the Gulf of Mexico. This transaction will better facilitate oversight of our global operations and communications with both our management teams and customers.

Importantly, as we enter the ultra-deepwater business, this change will put us on the same footing with our major competitors which should mean higher returns and greater resources to reinvest in growing our company. Our U.S. operations will not be affected by this change and we expect to continue to invest in further growth and job creation both here in the U.S. and overseas.

We expect to complete the merger in the spring following a special meeting of shareholders, details of which can be found in the Notice of Special Meeting of Stockholders and proxy statement/prospectus that are on file with the SEC. Following shareholder approval, our ADS will trade on the NYSE under our existing symbol.

In summary, we believe this transaction clearly serves the best interests of our shareholders by supporting and advancing Rowan’s evolution as a global contract driller.

*     *     *

This communication relates to a proposed plan to change the Company’s corporate structure through a merger. Rowan UK has filed with the SEC a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed merger, and each of Rowan and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, Rowan will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The

Company urges stockholders and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Rowan UK – including participants in its equity-based incentive compensation plans - subsequently files with the SEC) before making any voting or investment decision about the proposed merger, because they contain important information about the Company, Rowan UK and the proposed merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about Rowan and Rowan UK, for free at the SEC’s website, www.sec.gov, and Rowan’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

Rowan, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (Rowan’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of the Company and their ownership in Rowan is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and Rowan’s website as described above.

This communication contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the proposed change in corporate structure as well as statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. 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, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and environmental and other laws and regulations, including changes in tax laws, whether our stockholders approve the merger (and related transactions) and whether we achieve the benefits we expect from the proposed change in our corporate structure. Other relevant factors have been and will be disclosed in the Company’s filings with the SEC.

EX-99.5

Exhibit 99.5

To:	[INSERT INDIVIDUAL PARTNER NAME]
From:
Date:
Subject:	Plan to change corporate structure

Dear [INSERT INDIVIDUAL PARTNER NAME]:

Today Rowan Companies announced a plan to change the Company’s corporate structure to enhance its long-term competitive position as a global contract driller.

An important part of the plan includes changing our legal domicile from Delaware to the United Kingdom (U.K.), where, as many of you know, we already have substantial and growing operations. [For U.S. businesses] Please note that our U.S. business and operations will experience no changes as a result of this action.

As you certainly know, the offshore drilling industry is now a global business, and this change is part of our ongoing evolution to bring us closer to our customers and business partners around the world. Our U.K. management team already oversees operations that will represent our largest source of revenue this year. This transaction reflects our commitment to further enhancing our global operations management and communications. The U.K. is centrally located between our second and third largest regions, the Middle East and the Gulf of Mexico, and senior members of our management team have been based in the U.K. for more than three decades. They currently manage operations in the North Sea and will manage future operations in Egypt. Therefore, this change in our structure is expected to improve our ability to serve your needs more efficiently and effectively.

I look forward to communicating additional details to you in the future as our efforts move forward. We value our relationship and appreciate your continued support.

Sincerely,

* * *

This communication relates to a proposed plan to change the Company’s corporate structure through a merger. Rowan UK has filed with the SEC a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus in connection with the proposed merger, and each of Rowan and Rowan UK will be filing other relevant materials with the SEC in connection with the transaction. Once the registration statement is declared effective by the SEC, Rowan will mail to its stockholders a definitive proxy statement/prospectus regarding the proposed change in corporate structure and related transactions. The Company urges stockholders and investors to read carefully the proxy statement/prospectus (and any other document that the Company or Rowan UK – including participants in its equity-based incentive compensation plans—subsequently files with the SEC) before making any voting or investment decision about the proposed merger, because they contain important information about the Company, Rowan UK and the proposed merger and related transactions. Stockholders and investors may obtain these documents, as well as other filings containing information about Rowan and Rowan UK, for free at the SEC’s website, www.sec.gov, and Rowan’s website, www.rowancompanies.com, under the “Investor Relations” heading by accessing the “SEC filings” link.

Rowan, Rowan UK and their directors and executive officers and certain other members of management and employees, as well as Innisfree M&A Incorporated (Rowan’s proxy solicitor), may be deemed to be participants in the solicitation of proxies in respect of the proposed change in corporate structure. Information about the directors and executive officers of the Company and their ownership in Rowan is included in the registration statement filed with the SEC and the documents and information incorporated by reference therein. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of the documents by accessing the SEC’s and Rowan’s website as described above.

This communication contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the proposed change in corporate structure as well as statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. 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, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and environmental and other laws and regulations, including changes in tax laws, whether our stockholders approve the merger (and related transactions) and whether we achieve the benefits we expect from the proposed change in our corporate structure. Other relevant factors have been and will be disclosed in the Company’s filings with the SEC.