CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Thousands | Dec. 31, 2009
| Dec. 31, 2008
|
CURRENT ASSETS: | ||
Cash and cash equivalents | $639,681 | $222,428 |
Receivables - trade and other | 343,642 | 484,962 |
Inventories - raw materials and supplies | 309,682 | 337,503 |
Inventories - work-in-progress | 141,036 | 213,177 |
Inventories - finished goods | 941 | 749 |
Prepaid expenses and other current assets | 76,744 | 59,466 |
Deferred tax assets - net | 38,071 | 50,902 |
Total current assets | 1,549,797 | 1,369,187 |
PROPERTY, PLANT AND EQUIPMENT - at cost: | ||
Drilling equipment | 3,975,006 | 3,503,590 |
Manufacturing plant and equipment | 251,882 | 249,725 |
Construction in progress | 528,669 | 425,182 |
Other property and equipment | 144,337 | 126,915 |
Property, plant and equipment - gross | 4,899,894 | 4,305,412 |
Less accumulated depreciation and amortization | 1,320,409 | 1,157,884 |
Property, plant and equipment - net | 3,579,485 | 3,147,528 |
Other assets | 81,412 | 32,177 |
TOTAL ASSETS | 5,210,694 | 4,548,892 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt | 64,922 | 64,922 |
Accounts payable - trade | 124,562 | 235,048 |
Deferred revenues | 139,398 | 174,086 |
Billings in excess of costs and estimated profits on uncompleted contracts | 25,226 | 57,119 |
Accrued liabilities | 214,164 | 213,467 |
Total current liabilities | 568,272 | 744,642 |
Long-term debt - less current maturities | 787,490 | 355,560 |
Other liabilities | 278,862 | 362,026 |
Deferred income taxes - net | 465,700 | 426,848 |
STOCKHOLDERS' EQUITY | ||
Common Stock | 14,237 | 14,141 |
Additional paid-in capital | 1,078,337 | 1,063,202 |
Retained earnings | 2,169,526 | 1,802,022 |
Cost of treasury shares | (1,409) | (2,533) |
Accumulated other comprehensive loss | (150,321) | (217,016) |
Total stockholders' equity | 3,110,370 | 2,659,816 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $5,210,694 | $4,548,892 |
PARENTHETICAL DATA TO THE CONSO
PARENTHETICAL DATA TO THE CONSOLIDATED BALANCE SHEETS (USD $) | ||
Dec. 31, 2009
| Dec. 31, 2008
| |
Preferred stock, par value per share | 1 | 1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share | 0.125 | 0.125 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 113,885,661 | 113,115,830 |
Treasury shares | 52,342 | 79,948 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
REVENUES: | |||
Drilling services | $1,214,896 | $1,451,623 | $1,382,571 |
Manufacturing sales and services | 555,284 | 761,113 | 712,450 |
Total revenues | 1,770,180 | 2,212,736 | 2,095,021 |
COSTS AND EXPENSES: | |||
Drilling services (excluding items shown below) | 525,157 | 629,795 | 591,412 |
Manufacturing sales and services (excluding items shown below) | 475,553 | 624,815 | 596,541 |
Depreciation and amortization | 171,445 | 141,395 | 118,796 |
Selling, general and administrative | 102,760 | 115,226 | 94,905 |
Loss (gain) on disposals of property and equipment | (5,748) | (30,701) | (40,506) |
Material charges and other operating expenses | 0 | 111,171 | 0 |
Gain on hurricane-related event | 0 | (37,088) | 0 |
Total costs and expenses | 1,269,167 | 1,554,613 | 1,361,148 |
INCOME FROM OPERATIONS | 501,013 | 658,123 | 733,873 |
OTHER INCOME (EXPENSE): | |||
Interest expense | (29,514) | (18,624) | (25,913) |
Less interest capitalized | 21,486 | 17,426 | 9,977 |
Interest income | 1,240 | 6,295 | 20,923 |
Other - net | 6,866 | (9,129) | 226 |
Total other income - net | 78 | (4,032) | 5,213 |
INCOME BEFORE INCOME TAXES | 501,091 | 654,091 | 739,086 |
Provision for income taxes | 133,587 | 226,463 | 255,286 |
NET INCOME | $367,504 | $427,628 | $483,800 |
PER SHARE AMOUNTS: | |||
Net income - basic | 3.24 | 3.8 | 4.36 |
Net income - diluted | 3.24 | 3.77 | 4.31 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Statement of Income and Comprehensive Income [Abstract] | |||
Net Income | $367,504 | $427,628 | $483,800 |
Other comprehensive income (loss): | |||
Pension and other postretirement benefit adjustments, net of income tax expense (benefit) of $35,912, ($65,095) and $7,670, respectively | 66,695 | (120,891) | 14,245 |
COMPREHENSIVE INCOME | $434,199 | $306,737 | $498,045 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | ||||||
In Thousands | Common Stock [Member]
| Additional Paid-in Capital [Member]
| Retained Earnings [Member]
| Treasury Stock [Member]
| Accumulated Other Comprehensive Income [Member]
| Total
|
Balance at beginning of year at Dec. 31, 2006 | $13,808 | $988,998 | $981,610 | $0 | ($110,370) | $1,874,046 |
Balance at beginning of year- shares at Dec. 31, 2006 | 110,462 | |||||
Stock issued under share-based compensation plans | 103 | 13,143 | 0 | 0 | 0 | 13,246 |
Stock issued under share-based compensation plans - shares | 826 | |||||
Cash dividends ($0.40 per common share) | 0 | 0 | (44,368) | 0 | 0 | (44,368) |
Stock-based compensation | 0 | 8,418 | 0 | 0 | 0 | 8,418 |
Excess tax benefit from stock-based compensation plans | 0 | 1,655 | 0 | 0 | 0 | 1,655 |
Treasury stock acquired | 0 | 0 | 0 | (979) | 0 | (979) |
Treasury stock acquired - shares | (25) | |||||
Retirement benefit adjustments, net of taxes | 0 | 0 | 0 | 0 | 14,245 | 14,245 |
Adjustment resulting from adoption of new guidance for uncertain tax positions | 0 | 0 | (1,625) | 0 | 0 | (1,625) |
Net Income | 0 | 0 | 483,800 | 0 | 0 | 483,800 |
Balance at Dec. 31, 2007 | 13,911 | 1,012,214 | 1,419,417 | (979) | (96,125) | 2,348,438 |
Balance - shares at Dec. 31, 2007 | 111,263 | |||||
Stock issued under share-based compensation plans | 230 | 33,551 | 0 | 0 | 0 | 33,781 |
Stock issued under share-based compensation plans - shares | 1,828 | |||||
Cash dividends ($0.40 per common share) | 0 | 0 | (45,023) | 0 | 0 | (45,023) |
Stock-based compensation | 0 | 14,754 | 0 | 0 | 0 | 14,754 |
Excess tax benefit from stock-based compensation plans | 0 | 2,683 | 0 | 0 | 0 | 2,683 |
Treasury stock acquired | 0 | 0 | 0 | (1,554) | 0 | (1,554) |
Treasury stock acquired - shares | (55) | |||||
Retirement benefit adjustments, net of taxes | 0 | 0 | 0 | 0 | (120,891) | (120,891) |
Net Income | 0 | 0 | 427,628 | 0 | 0 | 427,628 |
Balance at Dec. 31, 2008 | 14,141 | 1,063,202 | 1,802,022 | (2,533) | (217,016) | 2,659,816 |
Balance - shares at Dec. 31, 2008 | 113,036 | |||||
Stock issued under share-based compensation plans | 96 | 336 | 0 | 1,124 | 0 | 1,556 |
Stock issued under share-based compensation plans - shares | 797 | |||||
Stock-based compensation | 0 | 12,127 | 0 | 0 | 0 | 12,127 |
Excess tax benefit from stock-based compensation plans | 0 | 2,672 | 0 | 0 | 0 | 2,672 |
Retirement benefit adjustments, net of taxes | 0 | 0 | 0 | 0 | 66,695 | 66,695 |
Net Income | 0 | 0 | 367,504 | 0 | 0 | 367,504 |
Balance at Dec. 31, 2009 | $14,237 | $1,078,337 | $2,169,526 | ($1,409) | ($150,321) | $3,110,370 |
Balance - shares at Dec. 31, 2009 | 113,833 |
1_PARENTHETICAL DATA TO THE CON
PARENTHETICAL DATA TO THE CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | |||
In Thousands | 1/1/2009 - 12/31/2009
| 1/1/2008 - 12/31/2008
| 1/1/2007 - 12/31/2007
|
Statement of Stockholders Equity [Abstract] | |||
Retirement benefit adjustments, taxes | $35,912 | ($65,095) | $7,670 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Statement of Cash Flows [Abstract] | |||
Net Income | $367,504 | $427,628 | $483,800 |
Adjustments to reconcile net income to net cash provided by operations: | |||
Depreciation and amortization | 171,445 | 141,395 | 118,796 |
Deferred income taxes | 15,771 | 51,070 | 51,186 |
Provision for pension and postretirement benefits | 39,664 | 32,479 | 37,170 |
Stock-based compensation expense | 13,034 | 15,834 | 9,326 |
Goodwill impairment | 0 | 13,606 | 0 |
Postretirement benefit claims paid | (3,495) | (3,017) | (2,824) |
Loss (gain) on disposals of property and equipment | (5,748) | (30,701) | (40,506) |
Estimated net benefits from income tax claims | (25,392) | 0 | 0 |
Contributions to pension plans | (36,248) | (31,749) | (10,811) |
Gain on hurricane-related event | 0 | (37,088) | 0 |
Changes in current assets and liabilities: | |||
Receivables - trade and other | 147,340 | (6,777) | (59,032) |
Inventories | 92,357 | (92,772) | (111,268) |
Prepaid expenses and other current assets | (17,278) | 1,703 | 1,138 |
Accounts payable | (134,648) | 128,897 | (57,144) |
Accrued income taxes | (17,327) | 32,062 | 23,073 |
Deferred revenues | (34,688) | 63,490 | (35,634) |
Billings in excess of costs and estimated profits on uncompleted contracts | (31,893) | (12,748) | (1,284) |
Other current liabilities | 3,209 | 18,105 | 14,810 |
Net changes in other noncurrent assets and liabilities | 487 | (16,948) | 11,747 |
Net cash provided by operations | 544,094 | 694,469 | 432,543 |
Net cash used in investing activities: | |||
Capital expenditures | (566,383) | (829,156) | (462,640) |
Proceeds from disposals of property, plant and equipment | 8,592 | 56,108 | 45,806 |
Proceeds from huricane-related event | 0 | 41,550 | 0 |
Change in restricted cash balance | 0 | 50,000 | 106,077 |
Net cash used in investing activities | (557,791) | (681,498) | (310,757) |
Net cash used in financing activities: | |||
Proceeds from borrowings, net of issue costs | 491,729 | 80,000 | 0 |
Repayments of borrowings | (64,922) | (144,922) | (64,922) |
Payment of cash dividends | 0 | (44,989) | (44,368) |
Proceeds from stock option and convertible debenture plans and other | 1,471 | 33,781 | 13,245 |
Excess tax benefits from stock-based compensation | 2,672 | 2,683 | 1,655 |
Payments to acquire treasury stock | 0 | (1,554) | (979) |
Net cash provided by (used) in financing activities | 430,950 | (75,001) | (95,369) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 417,253 | (62,030) | 26,417 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 222,428 | 284,458 | 258,041 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $639,681 | $222,428 | $284,458 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION Rowan Companies, Inc., operating through its drilling subsidiaries, is a major provider of international and domestic oil and gas contract drilling services.Rowans wholly owned manufacturing subsidiary, LeTourneau Technologies, Inc. (LeTourneau), produces equipment for the international and domestic oil and gas drilling, mining and timber industries. The consolidated financial statements are presented in U.S. dollars in accordance with accounting principles generally accepted in the United States of America and include the accounts of Rowan Companies, Inc. and its subsidiaries (hereafter referred to as Rowan or the Company), all of which are wholly owned.Intercompany balances and transactions are eliminated in consolidation.Certain prior period amounts have been reclassified to conform to the current presentation. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue and Expense Recognition Drilling Services.Rowans drilling contracts generally provide for payment on a daily rate basis, and revenues are recognized as the work progresses with the passage of time.Rowan frequently receives lump-sum payments at the outset of a drilling assignment as upfront service fees for equipment moves or modifications, and such payments (and related costs) are recognized as drilling revenues (and expenses) over the contract period.Drilling revenues received but unearned are included in current and other liabilities and totaled $38.4million and $47.6million at December31, 2009 and 2008, respectively.Deferred drilling costs are included in prepaid expenses and other assets and totaled $27.5million and $32.9million at December31, 2009 and 2008, respectively. Rowan also recognizes revenue for certain reimbursable costs.Each reimbursable item and amount is stipulated in the Companys contract with the customer, and such items and amounts frequently vary between contracts.The Company recognizes reimbursable costs on the gross basis, as both revenues and expenses, because Rowan is the primary obligor in the arrangement, has discretion in supplier selection, is involved in determining product or service specifications and assumes full credit risk related to the reimbursable costs. Manufacturing Sales and Services. Rowan generally recognizes revenues and costs from sales of manufactured products when title passes as products are shipped.Revenues from longer-term contracts such as for the construction of offshore rigs and rig kits are recognized on the percentage-of-completion basis using contract costs incurred relative to total estimated contract costs.An offshore rig construction project typically occurs over a two-year period at the Companys Vicksburg, Mississippi, shipyard and includes a significant labor cost component for fabrication and assembly.Rowans latest offshore rig construction project for an external customer was completed in 2007, and the Company has no such projects currently underway.A rig kit includes selected rig components and parts manufactured over a six- to nine-month period at the Companys Longview, Texas, facility.Costs are recorded separately for each offshore rig or rig kit project, and by significant activity or component within each project, and include materials issued to the project, labor expenses that are incurred directly for the project and overhead expenses that are allocated across all projects at consistent rates per labor hour.Incurred costs include only those costs that measure project work performed.Material costs incurred, for example, do not include materials p |
NOTE 3 - ACCRUED LIABILITIES
NOTE 3 - ACCRUED LIABILITIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
ACCRUED LIABILITIES | NOTE3 ACCRUED LIABILITIES Accrued liabilities consisted of the following (in thousands): December 31, 2009 2008 Compensation and related employee costs $ 110,526 $ 108,060 Income taxes 40,990 58,317 Interest 20,100 5,171 Taxes and other 42,548 41,919 Total accrued liabilities $ 214,164 $ 213,467 |
NOTE 4 - LONG-TERM DEBT
NOTE 4 - LONG-TERM DEBT | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
LONG-TERM DEBT | NOTE4 LONG-TERM DEBT Long-term debt consisted of the following (in thousands): December 31, 2009 2008 6.15% Title XI note payable, due July 2010, secured by the Gorilla V $ 7,177 $ 14,351 6.94% Title XI note payable, due July 2010, secured by the Gorilla V 5,598 11,180 5.88% Title XI note payable, due March 2012, secured by the Gorilla VI 35,613 49,865 2.80% Title XI note payable, due October 2013, secured by the Gorilla VII 61,798 77,248 4.33% Title XI note payable, due May 2019, secured by the Scooter Yeargain 57,758 63,838 7.875% Senior Notes, due August 2019, net of discount (8.0% effective rate) 496,852 - 3.525% Title XI note payable, due May 2020, secured by the Bob Keller 62,757 68,735 3.158% Title XI note payable, due July 2021, secured by the Bob Palmer 124,859 135,265 Total long-term debt 852,412 420,482 Less: Current maturities (64,922 ) (64,922 ) Long-term debt, excluding current maturities $ 787,490 $ 355,560 Annual maturities over the next five years are $64.9million in 2010, $52.2 million in 2011, $45.0 million in 2012, $37.9 million in 2013 and $22.5 million in 2014. The Companys Title XI notes (the Title XI Notes) are guaranteed by the U.S. Government under the U.S.Department of Transportations Maritime Administration (MARAD) TitleXI Federal Ship Financing Program.Principal and interest on the Title XI Notes are payable semiannually on various dates throughout the year. On July 21, 2009, Rowan issued $500 million aggregate principal amount of 7.875% Senior Notes due 2019 (the Senior Notes), in an SEC registered offering at a price to the public of 99.341% of the principal amount.After deduction for underwriters discount and offering expenses, the Company received net proceeds of approximately $492 million, and expects to use the net proceeds for general corporate purposes.The Senior Notes will mature on August 1, 2019.Interest on the Senior Notes is payable semiannually on February 1 and August 1 of each year, beginning February 1, 2010, to the holders of record on the immediately preceding January 15 or July 15, respectively. The Senior Notes are general unsecured, senior obligations.Accordingly, they rank: senior in right of payment to all of the Companys subordinated indebtedness, if any; pari passu in right of payment with any of the Companys existing and future unsecured indebtedness that is not by its terms subordinated to the Senior Notes, including any indebtedness under the Companys senior revolving credit facility (other than letter of credit reimbursement obligations that are secured by cash deposits); 52 Table of Contents Rowan Companies, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) effectively junior to the Companys existing and future secured indebtedness (including indebtedness under its secured notes issued pursuant to the MARAD Title XI program to finance several offshore drilling rigs), in each case, to the extent of the value of the Companys assets constituting collate |
NOTE 5 - FINANCIAL INSTRUMENTS
NOTE 5 - FINANCIAL INSTRUMENTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE5 FINANCIAL INSTRUMENTS Fair Values of Financial Instruments The carrying amounts of the Companys cash and cash equivalents and trade receivables and payables approximated their fair values due to their short maturity. Carrying values and fair values of the Companys fixed-rate debt at December 31, 2009, were as follows (amounts in thousands): Carrying value Fair value Senior Notes $ 496,852 $ 560,100 Fixed-rate Title XI Notes 355,560 363,186 $ 852,412 $ 923,286 Concentrations of Credit Risk Rowan invests its excess cash primarily in time deposits at several large commercial banks with strong credit ratings and high-quality money market accounts and therefore believes that its risk of loss is minimal. Approximately 90% of the Companys revenues are attributable to the Drilling Services and Drilling Products and Services segments, and a substantial portion of the Companys accounts receivable are from customers in the oil and gas drilling industry.The Companys drilling customers largely consist of international oil and gas exploration companies and foreign national oil companies; Rowan routinely evaluates the credit quality of potential customers and, with respect to manufacturing operations, may require letters of credit, down payments, milestone payments and/or payment in full prior to shipping in some instances.Rowans customers are diversified geographically.One customer provided 10% or more of consolidated revenues in any of the last three years Saudi Aramco accounted for 15% of consolidated revenues in 2009 and 2008, and 13% in 2007.The Company maintains reserves for credit losses and actual losses have been within managements expectations. |
NOTE 6 - COMMITMENTS AND CONTIN
NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE6 COMMITMENTS AND CONTINGENT LIABILITIES The Company has operating leases covering office space and equipment.Certain of the leases are subject to escalations based on increases in building operating costs.Rental expense under all operating leases was $7.1 million in 2009, $10.9million in 2008, and $15.4million in 2007. At December31, 2009, future minimum payments to be made under noncancelable operating leases were as follows (in thousands): 2010 $ 5,887 2011 2,913 2012 1,851 2013 1,143 2014 1,099 Later years 4,362 $ 17,255 54 Table of Contents Rowan Companies, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the status of all of the Companys rigs under construction as of December 31 2009.Project costs include capitalized interest (in millions): Total estimated project costs Total costs incurred through Dec. 31, 2009 Projected costs in 2010 Projected costs in 2011 Projected costs in 2012 Ralph Coffman (240C) $ 229 $ 225 $ 4 $ - $ - Joe Douglas (240C) 253 81 106 66 - EXL #1 190 164 26 - - EXL #2 191 136 55 - - EXL #3 195 119 76 - - EXL #4 196 36 74 54 32 Total rigs under construction $ 1,254 $ 761 $ 341 $ 120 $ 32 Rowan periodically employs letters of credit or other bank-issued guarantees in the normal course of its businesses, and had outstanding letters of credit of approximately $42.0 million at December 31, 2009. Legal Proceedings During 2005, Rowan lost four offshore rigs, including the Rowan-Halifax, and incurred significant damage on a fifth as a result of Hurricanes Katrina and Rita.The Company had leased the Rowan-Halifax under a charter agreement that commenced in 1984 and was scheduled to expire in March 2008.The rig was insured for $43.4 million, a value that Rowan believes to be more than sufficient to satisfy its obligations under the charter agreement, and by a margin sufficient to cover the $6.3 million carrying value of Rowan equipment installed on the rig.However, the parties holding interests in the rig under the charter claimed that the rig should have been insured for its fair market value and sought recovery from Rowan for compensation above the insured value.Thus, Rowan assumed no insurance proceeds related to the Rowan-Halifax and recorded a charge during 2005 for the full carrying value of its equipment.On November 3, 2005, the Company filed a declaratory judgment action styled Rowan Companies, Inc. vs. Textron Financial Corporation and Wilmington Trust Company as Owner Trustee of the Rowan-Halifax 116-C Jack-Up Rig in the 215th Judicial District Court of Harris County, Texas. The owner interests filed a counterclaim for a variety of relief, claiming a right to payment under the charter based on a post-casualty rig valuation of approximately $83 million.The insurance proceeds were placed in escrow.The district court ultimat |
NOTE 7 - STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS' EQUITY | |
1/1/2009 - 12/31/2009
USD / shares | |
Notes to Financial Statements [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE7 STOCKHOLDERS EQUITY Stock-Based Incentive Plans In May 2009, stockholders of the Company approved the adoption of the 2009 Rowan Companies, Inc. Incentive Plan (the 2009 Plan or Plan), which authorizes the Compensation Committee of the Companys Board of Directors to grant employees and nonemployee directors, through May 2019, incentive awards covering up to 4,500,000 shares of Rowan common stock.The awards may be in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance-based awards, in which the number of shares issued is dependent on the achievement of certain long-term market or performance conditions over a specified period.The 2009 Plan replaced the 2005 Rowan Companies, Inc. Long-Term Incentive Plan.All awards outstanding under the 2005 Plan remained outstanding at the effective date of the 2009 Plan.Subsequent grants can only be made under the 2009 Plan. Shares issued pursuant to the Plan may be treasury shares, authorized but unissued shares, or shares acquired in the open market.The Plan provides that shares not issued as a result of forfeitures or the withholding of shares for the payment of income taxes or exercise price, for example, shall thereafter become available for the grant of additional awards.As of December 31, 2009, there were 3,268,567 shares available for future grant under the Plan. Generally, restricted stock, stock appreciation rights and options grants awarded by the Company have multiple vesting dates.The Company recognizes compensation cost for such awards on a straight-line basis over the requisite service period for the entire award.Compensation cost under all stock-based incentive awards recognized in income is presented below (in thousands): Year ended December 31, 2009 2008 2007 Restricted stock and units $ 10,334 $ 11,580 $ 5,660 Performance-based awards 1,467 2,952 1,174 Stock appreciation rights 855 - - Stock options 378 1,302 2,497 Total compensation cost $ 13,034 $ 15,834 $ 9,331 Restricted Stock Restricted stock represents a full share of Rowan common stock issued with a restrictive legend that prevents its sale until the restriction is later removed.In general, the shares vest and the restrictions lapse in one-third increments each year over a three-year service period, or in some cases, cliff vest at the end of a two- or three-year service period.The Company measures compensation related to each share based upon the market price of the common stock on the date of the grant, adjusted for the estimated effect of the restriction.A summary of restricted stock activity for the year ended December 31, 2009, is presented below: Shares Weighted-average grant-date fair value per share Nonvested at January 1, 2009 514,503 $ 36.63 Granted 682,599 16.84 Vested (200,868 ) 38.91 Forfeited (8,504 ) 40.58 Nonvested at December 31, 2009 987,730 $ 22.46 The fair value of shares vested (measur |
NOTE 8 - PENSION AND OTHER POST
NOTE 8 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS | NOTE8 PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Rowan sponsors defined benefit pension plans covering substantially all of its employees, and provides health care and life insurance benefits upon retirement for certain employees. The following table presents the changes in benefit obligations and plan assets during the years indicated and the funded status and weighted-average assumptions used to determine the benefit obligation at each year end (in thousands): Year ended December 31, 2009 Year ended December 31, 2008 Pension benefits Other benefits Total Pension benefits Other benefits Total Benefit obligations: Balance, January 1 $ 562,212 $ 80,896 $ 643,108 $ 480,747 $ 71,756 $ 552,503 Interest cost 32,477 4,594 37,071 31,599 4,419 36,018 Service cost 15,941 2,040 17,981 14,392 2,019 16,411 Actuarial (gain) loss 9,953 (2,849 ) 7,104 54,406 5,719 60,125 Plan amendment (67,236 ) - (67,236 ) 43 - 43 Benefits paid (21,019 ) (3,495 ) (24,514 ) (18,975 ) (3,017 ) (21,992 ) Balance, December 31 532,328 81,186 613,514 562,212 80,896 643,108 Plan assets: Fair value, January 1 264,189 - 264,189 357,283 - 357,283 Actual return 57,863 - 57,863 (105,868 ) - (105,868 ) Employer contributions 36,249 - 36,249 31,749 - 31,749 Benefits paid (21,019 ) - (21,019 ) (18,975 ) - (18,975 ) Fair value, December 31 337,282 - 337,282 264,189 - 264,189 Net benefit liabilities $ (195,046 ) $ (81,186 ) $ (276,232 ) $ (298,023 ) $ (80,896 ) $ (378,919 ) Amounts recognized in Consolidated Balance Sheet: Accrued liabilities $ (57,265 ) $ (4,510 ) $ (61,775 ) $ (42,600 ) $ (4,360 ) $ (46,960 ) Other liabilities (long-term) (137,781 ) (76,676 ) (214,457 ) (255,423 ) (76,536 ) (331,959 ) Net benefit liabilities $ (195,046 ) $ (81,186 ) $ (276,232 ) $ (298,023 ) $ (80,896 ) $ (378,919 ) Net (expense) credit recognized in net benefit cost $ 20,873 $ (65,842 ) $ (44,969 ) $ 16,980 $ (62,029 ) $ (45,049 ) Amounts not yet reflected in net periodic benefit cost: Actuarial loss (281,959 ) (14,221 ) (296,180 ) (317,272 ) (17,287 ) (334,559 ) Transition obligation - (1,986 ) (1,986 ) - (2,648 ) (2,648 ) Prior service (cost) credit 66,040 863 66,903 2,26 |
NOTE 9 - INCOME TAXES
NOTE 9 - INCOME TAXES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
INCOME TAXES | NOTE9INCOME TAXES The detail of income tax provisions is presented below (in thousands): Year ended December 31, 2009 2008 2007 Current: Federal $ 52,454 $ 148,801 $ 171,556 Foreign 27,530 24,823 24,705 State 949 (594 ) 3,617 Total current provision 80,933 173,030 199,878 Deferred 52,654 53,433 55,408 Total provision $ 133,587 $ 226,463 $ 255,286 Rowans provision for income taxes differs from that determined by applying the federal income tax rate (statutory rate) to income before income taxes, as follows (in thousands): Year ended December 31, 2009 2008 2007 Statutory rate 35 % 35 % 35 % Tax at statutory rate $ 175,382 $ 228,932 $ 258,680 Increase (decrease) due to: State tax expense (95 ) (882 ) 2,083 Domestic production activities (5,619 ) (6,984 ) (5,489 ) Research and development tax credit (225 ) (318 ) (818 ) Extraterritorial income exclusion (25,391 ) - - Foreign companies' operations (7,341 ) (292 ) (146 ) Goodwill - 4,762 - Other, net (3,124 ) 1,245 976 Total provision $ 133,587 $ 226,463 $ 255,286 65 Table of Contents Rowan Companies, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities at December31, 2009 and 2008, were as follows (in thousands): December 31, 2009 2008 Current Noncurrent Current Noncurrent Deferred tax assets: Accrued employee benefit plan costs $ 17,949 $ 62,312 $ 14,790 $ 104,552 Inventory 9,060 - 22,372 - Rig relocation operations - net 9,478 - 9,804 - Net operating losses - 100,590 - - Other 10,580 36,160 10,166 11,108 Total deferred tax assets 47,067 199,062 57,132 115,660 Deferred tax liabilities: Property, plant and equipment - 661,400 - 537,808 Other 8,996 3,362 6,230 4,700 Total deferred tax liabilities 8,996 664,762 6,230 542,508 Net deferred tax asset (liability) $ 38,071 $ (465,700 ) $ 50,902 $ (426,848 ) At December 31, 2009, the Company had approximately $287.4 million of net operating loss carryforwards expiring in 2028 and 2029.Management has determined that no valuation allowances were necessary at December31, 2009 and 2008, as anticipated future tax benefits relating to all recognized deferred income tax assets are expected to be fully realized when measured against a more likely than not standard. Undistributed earnings of Rowans foreign subsidiaries in the am |
NOTE 11 - MATERIAL CHARGES AND
NOTE 11 - MATERIAL CHARGES AND OTHER OPERATING EXPENSES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
MATERIAL CHARGES AND OTHER OPERATING EXPENSES | NOTE11 MATERIAL CHARGES AND OTHER OPERATING EXPENSES Operating expenses for the fourth quarter of 2008 included the following adjustments, by operating segment (in thousands): Drilling Services Drilling Products and Systems Mining, Forestry and Steel Products Consolidated Termination of construction of fourth 240C rig $ 11,830 $ - $ - $ 11,830 Severance and retirement costs 8,531 2,248 - 10,779 Suspension of LeTourneau monetization process 2,781 6,338 3,445 12,564 Goodwill impairment 1,493 10,863 1,250 13,606 Increase in inventotry valuation reserve - 62,392 - 62,392 $ 24,635 $ 81,841 $ 4,695 $ 111,171 |
NOTE 12 - RELATED PARTY TRANSAC
NOTE 12 - RELATED PARTY TRANSACTIONS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE12 RELATED PARTY TRANSACTIONS In 2008, Rowan paid an investment bank, in which a Rowan director served as managing director until March 2009, $4.1 million for services provided to the Company.In 2009, Rowan paid the investment bank $1.8 million for services provided in connection with the Companys July 2009 public offering of $500 million Senior Notes, though the transaction occurred several months following his departure. Another Rowan director serves as of counsel to a law firm that represents Rowan on certain matters and to which the Company paid approximately $0.6 million, $1.6 million and $0.3 million for legal fees and expenses in 2009, 2008 and 2007, respectively. In each case, the directors services were approved by the Companys Board of Directors, and compensation from his employer was not tied to amounts received from the Company.Rowan believes that the fees paid for services reflected market rates. |
NOTE 13 - SUPPLEMENTAL CASH FLO
NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 13 SUPPLEMENTAL CASH FLOW INFORMATION Noncash investing and financing activities excluded from the Consolidated Statements of Cash Flows and other supplemental cash flow information follows (dollars in thousands): Years ended December 31, 2009 2008 2007 Noncash investing and financing activities: Accrued additions to property and equipment $ 23,340 $ 4,157 $ 15,911 Conversion of employee debentures into 992,002 shares of common stock in 2008 and 78,707 shares in 2007 - 24,922 2,289 Other supplemental cash flow information: Cash interest payments in excess of (less than) interest capitalized $ (7,568 ) $ 3,930 $ 16,969 Cash income tax payments, net of refunds 137,648 150,660 156,900 Interest capitalized in 2009 exceeded the amount of interest payments due to the timing of the first interest payment on the 7.875% Senior Notes, which were issued in July 2009.Interest on the Senior Notes is payable each February and August beginning February 2010. |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 SUBSEQUENT EVENTS There were no events or transactions that occurred subsequent to December 31, 2009 requiring recognition or disclosure in the financial statements. |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Document Information [Text Block] | |
Document Type | 10-K |
Document Period End Date | 2009-12-31 |
Amendment Flag | false |
Entity Information
Entity Information (USD $) | ||
12 Months Ended
Dec. 31, 2009 | Feb. 26, 2010
| |
Entity [Text Block] | ||
Entity Registrant Name | ROWAN COMPANIES INC | |
Entity Central Index Key | 0000085408 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Public Float | $2,200,000,000 | |
Entity Common Stock, Shares Outstanding | 113,834,940 |