Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ROWAN COMPANIES PLC | |
Entity Central Index Key | 85,408 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 124,793,925 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 198,554 | $ 339,154 |
Receivables - trade and other | 497,912 | 545,204 |
Prepaid expenses and other current assets | 39,963 | 29,253 |
Deferred tax assets - net | 27,460 | 27,485 |
Total current assets | 763,889 | 941,096 |
PROPERTY, PLANT AND EQUIPMENT: | ||
Drilling equipment | 9,253,919 | 7,639,171 |
Construction in progress | 0 | 1,023,646 |
Other property and equipment | 139,585 | 137,365 |
Property, plant and equipment - gross | 9,393,504 | 8,800,182 |
Less accumulated depreciation and amortization | 1,539,335 | 1,367,970 |
Property, plant and equipment - net | 7,854,169 | 7,432,212 |
Other assets | 38,709 | 37,884 |
TOTAL ASSETS | 8,656,767 | 8,411,192 |
CURRENT LIABILITIES: | ||
Short-term debt | 50,000 | 0 |
Accounts payable - trade | 110,216 | 102,773 |
Deferred revenues | 41,102 | 36,189 |
Accrued liabilities | 183,077 | 194,259 |
Total current liabilities | 384,395 | 333,221 |
Long-term debt | 2,806,901 | 2,807,324 |
Other liabilities | 372,994 | 368,266 |
Deferred income taxes - net | $ 204,356 | $ 210,982 |
Commitments and contingent liabilities (Note 4) | ||
SHAREHOLDERS' EQUITY: | ||
Class A Ordinary Shares, $0.125 par value, 125,947,424 and 124,828,807 shares issued at June 30, 2015, and December 31, 2014, respectively | $ 15,743 | $ 15,604 |
Additional paid-in capital | 1,447,212 | 1,436,910 |
Retained earnings | 3,650,177 | 3,466,993 |
Cost of 1,160,928 and 264,903 treasury shares at June 30, 2015, and December 31, 2014, respectively | (11,692) | (7,990) |
Accumulated other comprehensive loss | (213,319) | (220,118) |
Total shareholders' equity | 4,888,121 | 4,691,399 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 8,656,767 | $ 8,411,192 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
SHAREHOLDERS' EQUITY: | ||
Common stock, par value (in dollars per share) | $ 0.125 | |
Treasury shares (in shares) | 1,160,928 | 264,903 |
Common Class A [Member] | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, par value (in dollars per share) | $ 0.125 | $ 0.125 |
Common stock, shares issued (in shares) | 125,947,424 | 124,828,807 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | $ 508,736 | $ 422,878 | $ 1,055,775 | $ 800,480 |
COSTS AND EXPENSES: | ||||
Direct operating costs (excluding items below) | 253,944 | 244,578 | 509,678 | 464,947 |
Depreciation and amortization | 95,390 | 77,678 | 185,080 | 148,551 |
Selling, general and administrative | 31,158 | 29,142 | 58,744 | 59,017 |
Loss (gain) on disposals of property and equipment | 338 | 859 | (175) | 1,662 |
Proceeds from litigation settlement | 0 | 0 | 0 | (20,875) |
Material charges and other operating expenses | 5,000 | 8,300 | 5,000 | 8,300 |
Total costs and expenses | 385,830 | 360,557 | 758,327 | 661,602 |
INCOME (LOSS) FROM OPERATIONS | 122,906 | 62,321 | 297,448 | 138,878 |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net of interest capitalized | (30,840) | (27,692) | (63,586) | (48,652) |
Interest income | 435 | 762 | 590 | 1,349 |
Other - net | (80) | (545) | (1,121) | (896) |
Total other income (expense) - net | (30,485) | (27,475) | (64,117) | (48,199) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 92,421 | 34,846 | 233,331 | 90,679 |
Provision for income taxes | 7,686 | 1,982 | 24,927 | 2,263 |
NET INCOME FROM CONTINUING OPERATIONS | 84,735 | 32,864 | 208,404 | 88,416 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX | 0 | (20) | 0 | 4,023 |
NET INCOME | $ 84,735 | $ 32,844 | $ 208,404 | $ 92,439 |
INCOME PER SHARE - BASIC: | ||||
Income from continuing operations (in dollars per share) | $ 0.68 | $ 0.26 | $ 1.67 | $ 0.71 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.04 |
Net income (in dollars per share) | 0.68 | 0.26 | 1.67 | 0.75 |
INCOME PER SHARE - DILUTED: | ||||
Income from continuing operations (in dollars per share) | 0.68 | 0.26 | 1.67 | 0.71 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.03 |
Net income (in dollars per share) | 0.68 | 0.26 | 1.67 | 0.74 |
CASH DIVIDENDS DECLARED PER SHARE (in dollars per share) | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 84,735 | $ 32,844 | $ 208,404 | $ 92,439 |
OTHER COMPREHENSIVE INCOME: | ||||
Net reclassification adjustment for amounts recognized in net income as a component of net periodic benefit cost, net of income tax expense of $1,840 and $1,298 for the three months ended June 30, 2015 and 2014, and $3,648 and $2,585 for the six months ended June 30, 2015 and 2014, respectively | 3,413 | 2,424 | 6,799 | 4,828 |
COMPREHENSIVE INCOME | $ 88,148 | $ 35,268 | $ 215,203 | $ 97,267 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net reclassification adjustments for amounts recognized in net income as a component of net periodic benefit cost, tax expense | $ 1,840 | $ 1,298 | $ 3,648 | $ 2,585 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH PROVIDED BY OPERATIONS: | ||
Net income | $ 208,404 | $ 92,439 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization | 185,241 | 148,551 |
Deferred income taxes | (12,571) | 1,063 |
Provision for pension and other postemployement benefits | 15,776 | 12,410 |
Share-based compensation expense | 16,370 | 15,467 |
Gain on disposals of property, plant and equipment | (175) | (251) |
Other postretirement benefit claims paid | (2,358) | (1,815) |
Contributions to pension plans | (4,698) | (28,445) |
Asset Impairment Charges | 0 | 8,300 |
Changes in current assets and liabilities: | ||
Receivables - trade and other | 47,292 | (78,200) |
Prepaid expenses and other current assets | (10,710) | (6,081) |
Accounts payable | 14,681 | (3,823) |
Accrued income taxes | 3,809 | (8,354) |
Deferred revenues | 4,913 | (16,772) |
Other current liabilities | (14,769) | 15,819 |
Net changes in other noncurrent assets and liabilities | (2,485) | (793) |
Net cash provided by operations | 448,720 | 149,515 |
CASH USED IN INVESTING ACTIVITIES: | ||
Capital expenditures | (616,398) | (787,296) |
Proceeds from disposals of property, plant and equipment | 2,298 | 7,897 |
Net cash used in investing activities | (614,100) | (779,399) |
CASH PROVIDED BY FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 220,000 | 793,380 |
Repayments of borrowings | (170,000) | 0 |
Dividends paid | (25,220) | (12,556) |
Debt issue costs | 0 | (687) |
Excess tax benefit (deficit) from share-based compensation | 0 | (563) |
Proceeds from exercise of share options | 0 | 4,472 |
Net cash provided by financing activities | 24,780 | 784,046 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (140,600) | 154,162 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 339,154 | 1,092,844 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 198,554 | $ 1,247,006 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A ordinary shares/ Common stock [Member] | Additional paid-in capital [Member] | Retained earnings [Member] | Treasury shares [Member] | Accumulated other comprehensive income (loss) [Member] |
Balance at Dec. 31, 2013 | $ 4,893,761 | $ 15,597 | $ 1,407,031 | $ 3,619,540 | $ (5,962) | $ (142,445) |
Balance (in shares) at Dec. 31, 2013 | 124,237 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net shares issued (acquired) under share-based compensation plans | 904 | $ 7 | 2,236 | (1,339) | ||
Net shares issued (acquired) under share-based compensation plans (in shares) | 258 | |||||
Share-based compensation | 13,746 | 13,746 | ||||
Excess tax benefit (deficit) from share-based compensation plans | (563) | (563) | ||||
Retirement benefit adjustments, net of taxes | 4,828 | 4,828 | ||||
Dividends | (12,556) | (12,556) | ||||
Other | (287) | (287) | ||||
Net income | 92,439 | 92,439 | ||||
Balance at Jun. 30, 2014 | 4,992,272 | $ 15,604 | 1,422,450 | 3,699,423 | (7,301) | (137,904) |
Balance (in shares) at Jun. 30, 2014 | 124,495 | |||||
Balance at Dec. 31, 2014 | 4,691,399 | $ 15,604 | 1,436,910 | 3,466,993 | (7,990) | (220,118) |
Balance (in shares) at Dec. 31, 2014 | 124,564 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net shares issued (acquired) under share-based compensation plans | (3,166) | $ 139 | 397 | (3,702) | ||
Net shares issued (acquired) under share-based compensation plans (in shares) | 222 | |||||
Share-based compensation | 12,227 | 12,227 | ||||
Excess tax benefit (deficit) from share-based compensation plans | (2,322) | (2,322) | ||||
Retirement benefit adjustments, net of taxes | 6,799 | 6,799 | ||||
Dividends | (25,220) | (25,220) | ||||
Net income | 208,404 | 208,404 | ||||
Balance at Jun. 30, 2015 | $ 4,888,121 | $ 15,743 | $ 1,447,212 | $ 3,650,177 | $ (11,692) | $ (213,319) |
Balance (in shares) at Jun. 30, 2015 | 124,786 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||||
Retirement benefit adjustments, taxes | $ 1,840 | $ 1,298 | $ 3,648 | $ 2,585 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Rowan Companies plc, a public limited company incorporated under the laws of England and Wales, is a leading offshore drilling contractor for the oil and gas industry. Our fleet currently consists of 32 mobile offshore drilling units, including 28 self-elevating jack-up drilling units and four ultra-deepwater drillships. We contract our drilling rigs, related equipment and work crews primarily on a day rate basis in markets throughout the world, currently in the U.S. Gulf of Mexico (US GOM), the United Kingdom (U.K.) and Norwegian sectors of the North Sea, the Middle East, North Africa, Southeast Asia and Trinidad. The financial statements included in this Form 10-Q are presented in United States (U.S.) dollars and include the accounts of Rowan Companies plc ( “ Rowan plc ” ) and its subsidiaries. Unless the context otherwise requires, the terms “Company,” “we,” “us” and “our” are used to refer to Rowan plc and its consolidated subsidiaries. Intercompany balances and transactions are eliminated in consolidation. The financial statements included in this Form 10-Q have been prepared without audit in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and notes have been condensed or omitted as permitted by those rules and regulations. Management believes the accompanying financial statements contain all adjustments, which are of a normal recurring nature unless otherwise noted, necessary for a fair statement of the results for the interim periods presented. The Company’s results of operations and cash flows for the interim periods are not necessarily indicative of results to be expected for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . New Accounting Standards – In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which sets forth a global standard for revenue recognition and replaces most existing industry-specific guidance. We will be required to adopt the new standard in annual and interim periods beginning January 1, 2018. We are currently evaluating the potential effect of the new standard. In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis, which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. We will be required to adopt the new standard in annual and interim periods beginning January 1, 2016. We do not expect adoption of the new standard will have a material effect on our financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under this ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. Debt issuance costs incurred before the associated funding is received (i.e., the debt liability) should be reported on the balance sheet as deferred charges until the debt is recognized on the balance sheet. We will be required to adopt the new standard in annual and interim periods retrospectively beginning January 1, 2016. We do not expect adoption of the new standard will have a material effect on our financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth a reconciliation of basic and diluted shares (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Average common shares outstanding 124,734 124,113 124,432 123,934 Effect of dilutive securities - share-based compensation 669 739 642 857 Average shares for diluted computations 125,403 124,852 125,074 124,791 There were no adjustments to net income required for purposes of computing diluted earnings per share. Share options, appreciation rights and restricted share units granted under share-based compensation plans are antidilutive and excluded from diluted earnings per share when the hypothetical number of shares that could be repurchased under the treasury stock method exceeds the number of shares to be exercised. Antidilutive shares, which could potentially dilute earnings per share in the future, are set forth below (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Share options and appreciation rights 1,399 1,108 1,399 1,108 Restricted share units 603 — 1,475 — Total potentially dilutive shares 2,002 1,108 2,874 1,108 |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Pension and Other Postretirement Benefits | Pension and Other Postretirement Benefits The Company provides defined-benefit pension, health care and life insurance benefits upon retirement for certain full-time employees. Net periodic pension cost recognized during the periods included the following components (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Service cost $ 4,235 $ 3,660 $ 8,424 $ 7,280 Interest cost 7,948 8,183 15,808 16,275 Expected return on plan assets (10,530 ) (10,364 ) (20,944 ) (20,615 ) Amortization of net loss 6,378 5,506 12,689 9,737 Amortization of prior service credit (1,126 ) (1,122 ) (2,241 ) (2,232 ) Total net pension cost $ 6,905 $ 5,863 $ 13,736 $ 10,445 Other postretirement benefit cost recognized during the periods included the following components (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Service cost $ 324 $ 270 $ 644 $ 537 Interest cost 703 766 1,398 1,523 Amortization of net loss — (40 ) (2 ) (79 ) Amortization of prior service credit — (8 ) — (16 ) Total other postretirement benefit cost $ 1,027 $ 988 $ 2,040 $ 1,965 During the six months ended June 30, 2015 , the Company contributed $7.1 million to its pension and other postretirement benefit plans and expects to make additional contributions to such plans totaling approximately $10 million for the remainder of 2015 . |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities Uncertain tax positions – In 2009, the Company recognized certain tax benefits as a result of applying the facts of a third-party tax case to the Company’s situation. That case provided a more favorable tax treatment for certain foreign contracts entered into in prior years. Our position was challenged by the U.S. Internal Revenue Service. We appealed their findings and reached a settlement agreement in September 2014 with respect to three of the four years under review in the amount of approximately $36 million , including interest, which we collected in October 2014. A remaining year continues to be under examination. We plan to vigorously defend our position. Other matters – On March 22, 2015, while working for Cobalt International Energy, Inc. (“Cobalt”) in the Gulf of Mexico, the Rowan Reliance drillship experienced a loss of seal in the riser connection system which resulted in a spill of approximately 2,200 barrels of synthetic-oil based mud. The well was plugged and abandoned on April 6, 2015, and on April 22, 2015, we commenced drilling the next well under our existing contract. We are working with Cobalt toward a resolution and we expect to receive and have recognized revenue reflecting our anticipated outcome. We do not expect resolution of the matter will have a material impact on the financial statements. On April 21, 2015 the Bureau of Safety and Environmental Enforcement (BSEE) informed the Company it will conduct a Quality Control - Failure Incident Team (QC-FIT) evaluation of the incident, and the Company is cooperating with BSEE in the evaluation. In November 2013, one of our subsidiaries hired HS Ocean Group Ltd. (“HSOG”) to perform rig refurbishment work on the Rowan Gorilla III in La Brea, Trinidad, under a lump-sum contract valued at about $20 million . On April 24, 2014, the subsidiary terminated the contract with HSOG for default and alternatively for convenience as provided for under the contract. At the time of the termination, the subsidiary had paid HSOG approximately $10.9 million in milestone payments. On May 23, 2014, HSOG commenced arbitration in London in accordance with the terms of the contract. HSOG has asserted claims now totaling approximately $25 million , exclusive of interest and legal costs, net of the sums paid by the subsidiary. The Company has previously recognized an estimated liability, including an incremental adjustment in the amount of $5.0 million recognized in the quarter ended June 30, 2015. Although the outcome of this matter cannot be predicted with certainty, we do not believe its resolution will have a material impact on our financial statements. Letters of credit – We periodically employ letters of credit in the normal course of our business, and had outstanding letters of credit of approximately $11.9 million at June 30, 2015 . We are involved in various other legal proceedings incidental to our business and are vigorously defending our position in all such matters. Although the outcome of such proceedings cannot be predicted with certainty, we do not expect resolution of these matters to have a material effect on our financial position, results of operations or cash flows. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation On February 26, 2015, the Company granted restricted share units (RSUs) to employees for annual incentive awards pursuant to our long-term incentive plan with a grant-date fair value aggregating $22.5 million . The awards vest ratably over three years except to the extent they may vest earlier under our retirement policy. The aggregate fair value, net of estimated forfeitures, was $21.2 million , which will be recognized as compensation expense over a weighted-average period of 2.7 years from the grant date. Each RSU awarded to employees is granted in tandem with a corresponding dividend equivalent which entitles the employee to receive an amount in cash equal to any cash dividends paid by the Company with respect to the underlying shares. Dividend equivalents are payable as and when the RSUs vest. Any dividend equivalent amounts are forfeited if the corresponding RSUs are forfeited or do not vest. The Company has been paying a regular quarterly cash dividend since May 2014. Additionally, on February 26, 2015, the Company granted to certain members of management performance units (P-Units) that have a target value of $100 per unit. The amount ultimately earned with respect to the P-Units will depend on the Company’s total shareholder return (TSR) ranking compared to a group of peer companies over a three -year period ending December 31, 2017, and could range from zero to $200 per unit depending on performance. Twenty-five percent of the P-Units’ value is determined by the Company’s relative TSR ranking for each one-year period ended December 31, 2015 , 2016 , and 2017 , respectively, and 25% of the P-Units’ value is determined by the relative TSR ranking for the three -year period ending December 31, 2017. Vesting of awards and any payment with respect to the P-Units would not occur until the third anniversary following the grant date and would be settled in cash. The grant-date fair value of the P-Units was estimated to be $9.0 million . Fair value was estimated using a Monte Carlo simulation model, which considers the probabilities of the Company’s TSR ranking at the end of each performance period and the amount of the payout at each rank to determine the probability-weighted expected payout. The Company uses liability accounting to account for the P-Units. Compensation is recognized on a straight-line basis over a maximum period of three years from the grant date and is adjusted for changes in fair value through the vesting date. Estimated liabilities for outstanding P-Units aggregated $13.0 million and $11.6 million , at June 30, 2015 , and December 31, 2014 , respectively. At June 30, 2015 , the Company had approximately $57.3 million of estimated unrecognized share-based compensation, which is expected to be recognized as compensation expense over a remaining weighted-average period of 1.9 years . |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by US GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are: • Level 1 – Quoted prices for identical instruments in active markets; • Level 2 – Quoted market prices for similar instruments in active markets; quoted prices for identical instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable, such as those used in pricing models or discounted cash flow methodologies, for example. The applicable level within the fair value hierarchy is the lowest level of any input that is significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Estimated fair value measurements Carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) June 30, 2015: Assets - cash equivalents $ 187,267 $ 187,267 $ — $ — Other assets 14,594 14,594 — — December 31, 2014: Assets - cash equivalents $ 314,570 $ 314,570 $ — $ — Other assets 16,304 16,304 — — At June 30, 2015 and December 31, 2014, we held Egyptian pounds in the amount of $14.6 million and $16.3 million , respectively, which are classified as other noncurrent assets. We ceased drilling operations in Egypt in 2014, and are currently working to repatriate the funds to the extent they are not utilized in Egypt. Trade receivables and trade payables, which are required to be measured at fair value, have carrying values that approximate their fair values due to their short maturities. Other Fair Value Measurements Financial instruments not required to be measured at fair value consist of the Company’s publicly traded debt securities and draws under our revolving credit facility, which comprises our short-term bank debt. Our publicly traded debt securities are classified as long-term debt and had a carrying value of $2.807 billion at June 30, 2015 , and an estimated fair value at that date aggregating $2.694 billion , compared to a carrying and fair value of $2.807 billion and $2.755 billion , respectively, at December 31, 2014 . Fair values of our publicly traded debt securities were provided by a broker who makes a market in such securities and were measured using a market-approach valuation technique. Fair value was determined by adding a spread based on actual trades for that security (or a trader quote where actual trades were unavailable) to the applicable benchmark Treasury security with a comparable maturity in order to derive a current yield. The yield is then used to determine a price given the individual security’s coupon rate and maturity. Such inputs are considered “significant other observable inputs” which are categorized as Level 2 inputs in the fair value hierarchy. Draws under our revolving credit facility have an interest rate that resets monthly, and their fair value approximated their $50 million carrying value at June 30, 2015 . |
Shareholders' Equity (Notes)
Shareholders' Equity (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity We maintain an affiliated employee benefit trust (EBT) to hold shares for future use to satisfy our obligations to deliver shares in connection with awards granted under our long-term incentive plans. At June 30, 2015 and December 31, 2014 , the EBT held 1,160,928 and 264,903 shares, respectively. In February 2015, pursuant to authority granted by the Board, we issued 1.1 million Class A ordinary shares, $0.125 par value per share, in a noncash transaction and immediately transferred them to the EBT. Shares held by the Company's EBT are not eligible to vote or to receive dividends and are classified as treasury shares in the condensed consolidated balance sheet. Pursuant to authority previously granted, our Board of Directors may increase our share capital through the issuance of additional shares, up to an aggregate 150,000,000 shares (at current nominal value of $0.125 per share) without obtaining further shareholder approval. This authority expires in May 2017 unless reapproved by shareholders. On January 29 and May 1, 2015, the Board of Directors approved quarterly cash dividends of $0.10 per Class A ordinary share, which were paid on March 3 and May 26, 2015, to shareholders of record at the close of business on February 9 and May 12, 2015, respectively. On July 30, 2015 , the Board of Directors approved a quarterly cash dividend of $0.10 per Class A ordinary share, payable on August 25, 2015 , to shareholders of record at the close of business on August 11, 2015 . Accumulated Other Comprehensive Loss – The following table sets forth the significant amounts reclassified out of each component of accumulated other comprehensive loss and their effect on net income for the period. The amounts reclassified are included in the computation of net periodic pension costs (see Note 3 – Pension and Other Postretirement Benefits). Amounts in parentheses are charges against income (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Amounts recognized as a component of net periodic pension and other postretirement benefit cost: Amortization of net loss $ (6,379 ) $ (4,850 ) $ (12,688 ) $ (9,661 ) Amortization of prior service credit 1,126 1,128 2,241 2,248 Total before income taxes (5,253 ) (3,722 ) (10,447 ) (7,413 ) Income tax benefit 1,840 1,298 3,648 2,585 Total reclassifications for the period, net of income taxes $ (3,413 ) $ (2,424 ) $ (6,799 ) $ (4,828 ) |
Other Financial Statement Discl
Other Financial Statement Disclosures | 6 Months Ended |
Jun. 30, 2015 | |
Other Financial Statement Disclosures [Abstract] | |
Other Financial Statement Disclosures | Other Financial Statement Disclosures Accounts Receivable – The following table sets forth the components of Receivables - trade and other (in thousands): June 30, 2015 December 31, 2014 Trade $ 481,978 $ 524,712 Income tax 3,794 6,315 Other 12,140 14,177 Total receivables - trade and other $ 497,912 $ 545,204 Accrued Liabilities – The following table sets forth the components of accrued liabilities (in thousands): June 30, 2015 December 31, 2014 Pension and other postretirement benefits $ 23,897 $ 26,219 Compensation and related employee costs 66,273 88,186 Interest 46,838 47,414 Income taxes 17,074 13,265 Other 28,995 19,175 Total accrued liabilities $ 183,077 $ 194,259 Discontinued Operations – In February 2014, the Company sold a land rig it retained in the 2011 sale of its manufacturing operations. The net carrying value was $4.1 million , consisting of a $24.2 million asset previously classified as assets of discontinued operations, less $20.1 million of deferred revenues previously classified as liabilities of discontinued operations. The Company received $6.0 million in cash resulting in a $4.0 million gain, net of tax effects, which was recognized in the six months ended June 30, 2014 . Supplemental Cash Flow Information – Accrued capital expenditures, which are excluded from capital expenditures in the Condensed Consolidated Statements of Cash Flows until settlement, totaled $41.4 million and $46.6 million at June 30, 2015 and 2014 , respectively. Interest capitalized in connection with rig construction projects totaled $8.7 million and $16.2 million in the three and six months ended June 30, 2015 , as compared to $13.0 million and $30.5 million, respectively, in the comparable periods of the prior year. Income Taxes – In accordance with US GAAP for interim reporting, the Company estimates its full-year effective tax rate and applies this rate to its year-to-date pretax income. In addition, the Company separately calculates the tax impact of unusual items, if any. We provide for income taxes based upon the tax laws and rates in effect in the countries in which we conduct operations. The amounts of our provisions are impacted by such laws and rates and the availability of deductions, credits and other benefits in each of the various jurisdictions. Our overall effective tax rate may therefore vary considerably from quarter to quarter and from year to year based on the actual or projected location of operations and other factors. Our effective tax rate was 8.3% and 10.7% , respectively, for the three and six months ended June 30, 2015 , compared to 5.7% and 2.5% , respectively, for the comparable prior-year periods. The higher effective rates for the current-year periods were due to net increases to the valuation allowance on certain deferred tax assets, partially offset by additional income in low-tax jurisdictions. On July 31, 2015, we sold two of the oldest rigs in our jack-up fleet. The tax impact of these sales has not been reflected in our annual effective tax rate as these are subsequent events as of the balance sheet date. We anticipate that the sales will impact our ability to benefit the deduction of certain expenses for tax purposes and will result in an increase in the valuation allowance on our deferred tax assets of between $6 million and $9 million . The Company has not provided for deferred income taxes on undistributed earnings of its non-U.K. subsidiaries, including non-U.S. entities under Rowan Companies, Inc. (RCI), except for a portion of its Saudi Arabia operating entity's earnings that are expected to be distributed in 2015. It is the Company’s policy and intention, except as noted above, to permanently reinvest outside the U.S. the earnings of non-U.S. entities directly or indirectly owned by RCI. Generally, earnings of non-U.K. entities in which RCI does not have a direct or indirect ownership interest can be distributed to the Company without imposition of either U.K. or local country tax. In December 2014, the U.K. Treasury released a draft proposal that would impose tax on groups that use certain tax planning techniques that are perceived as diverting profits from the U.K. The Diverted Profit Tax rule was included in the 2015 Finance Bill, and on March 26, 2015, the legislation received Royal Assent with an effective date of April 1, 2015. We do not believe the legislation will have a material impact on our financial statements. Litigation Settlement – In the first quarter of 2014, we settled our litigation with the owners and operators of a tanker that collided with the Rowan EXL I in May 2012 and received $20.9 million in cash as compensation for damages incurred in 2012 for repair costs to and loss of use of the rig. Such amount was recognized as a component of operating income in the six months ended June 30, 2014 . Material Charges and Other Operating Expenses – Material charges for the three months ended June 30, 2015, included a $5.0 million adjustment to an estimated liability in connection with the HSOG shipyard dispute (see Note 4). Material charges for the three months ended June 30, 2014 included an $8.3 million noncash impairment charge for the carrying value of the Company's sole aircraft, which had been used to support operations. The asset had a carrying value of $12.7 million prior to the write-down. The amount of the impairment was based on actual sales prices for similar equipment obtained from a third-party dealer of such equipment. The aircraft was sold later in 2014 at an immaterial loss. |
Guarantees of Registered Securi
Guarantees of Registered Securities | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantees of Registered Securities | Guarantees of Registered Securities RCI, a 100% -owned Delaware subsidiary of Rowan plc, is the issuer of all of our publicly traded debt securities consisting of the following series: 5% Senior Notes due 2017; 7.875% Senior Notes due 2019; 4.875% Senior Notes due 2022; 4.75% Senior Notes due 2024; 5.4% Senior Notes due 2042; and 5.85% Senior Notes due 2044 (the “Senior Notes”). The Senior Notes and amounts outstanding under our revolving credit facility are guaranteed by Rowan plc on a full, unconditional and irrevocable basis. The condensed consolidating financial information that follows is presented on the equity method of accounting in accordance with Rule 3-10 of Regulation S-X in connection with Rowan plc’s guarantee of the Senior Notes and reflects the corporate ownership structure as of June 30, 2015 . Financial information for the three and six months ended June 30, 2014 , has been recast to reflect changes to the corporate ownership structure that occurred in the third quarter of 2014 and is presented as though the structure at June 30, 2015 , was in place at January 1, 2014. Rowan Companies plc and Subsidiaries Condensed Consolidating Balance Sheets June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated CURRENT ASSETS: Cash and cash equivalents $ 608 $ 24,873 $ 173,073 $ — $ 198,554 Receivables - trade and other 97 3,805 494,010 — 497,912 Other current assets — 60,755 6,668 — 67,423 Total current assets 705 89,433 673,751 — 763,889 Property, plant and equipment - gross — 565,515 8,827,989 — 9,393,504 Less accumulated depreciation and amortization — 229,645 1,309,690 — 1,539,335 Property, plant and equipment - net — 335,870 7,518,299 — 7,854,169 Investments in subsidiaries 4,849,602 6,167,703 — (11,017,305 ) — Due from affiliates 44,091 1,547,034 184,671 (1,775,796 ) — Other assets — 21,444 17,265 — 38,709 $ 4,894,398 $ 8,161,484 $ 8,393,986 $ (12,793,101 ) $ 8,656,767 CURRENT LIABILITIES: Short-term debt $ — $ 50,000 $ — $ — $ 50,000 Accounts payable - trade 497 19,159 90,560 — 110,216 Deferred revenues — — 41,102 — 41,102 Accrued liabilities 482 101,641 80,954 — 183,077 Total current liabilities 979 170,800 212,616 — 384,395 Long-term debt — 2,806,901 — — 2,806,901 Due to affiliates 327 191,806 1,583,663 (1,775,796 ) — Other liabilities 4,971 308,913 59,110 — 372,994 Deferred income taxes - net — 528,903 157,747 (482,294 ) 204,356 Shareholders' equity 4,888,121 4,154,161 6,380,850 (10,535,011 ) 4,888,121 $ 4,894,398 $ 8,161,484 $ 8,393,986 $ (12,793,101 ) $ 8,656,767 Rowan Companies plc and Subsidiaries Condensed Consolidating Balance Sheets December 31, 2014 (in thousands) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated CURRENT ASSETS: Cash and cash equivalents $ 45,909 $ 48,580 $ 244,665 $ — $ 339,154 Receivables - trade and other 26 4,317 540,861 — 545,204 Other current assets 424 47,986 8,328 — 56,738 Total current assets 46,359 100,883 793,854 — 941,096 Property, plant and equipment - gross — 610,063 8,190,119 — 8,800,182 Less accumulated depreciation and amortization — 271,293 1,096,677 — 1,367,970 Property, plant and equipment - net — 338,770 7,093,442 — 7,432,212 Investments in subsidiaries 4,624,874 5,863,509 — (10,488,383 ) — Due from affiliates 36,586 1,412,860 71,867 (1,521,313 ) — Other assets — 18,103 19,781 — 37,884 $ 4,707,819 $ 7,734,125 $ 7,978,944 $ (12,009,696 ) $ 8,411,192 CURRENT LIABILITIES: Accounts payable - trade $ 912 $ 8,576 $ 93,285 $ — $ 102,773 Deferred revenues — — 36,189 — 36,189 Accrued liabilities 400 100,167 93,692 — 194,259 Total current liabilities 1,312 108,743 223,166 — 333,221 Long-term debt — 2,807,324 — — 2,807,324 Due to affiliates 9,282 45,457 1,466,574 (1,521,313 ) — Other liabilities 5,826 312,575 49,865 — 368,266 Deferred income taxes - net — 507,281 167,094 (463,393 ) 210,982 Shareholders' equity 4,691,399 3,952,745 6,072,245 (10,024,990 ) 4,691,399 $ 4,707,819 $ 7,734,125 $ 7,978,944 $ (12,009,696 ) $ 8,411,192 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Three months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 18,290 $ 509,095 $ (18,649 ) $ 508,736 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 3,173 268,259 (17,488 ) 253,944 Depreciation and amortization — 3,388 91,538 464 95,390 Selling, general and administrative 7,006 1,423 24,354 (1,625 ) 31,158 Gain on disposals of property and equipment — 346 (8 ) — 338 Material charges and other operating expenses — — 5,000 — 5,000 Total costs and expenses 7,006 8,330 389,143 (18,649 ) 385,830 INCOME (LOSS) FROM OPERATIONS (7,006 ) 9,960 119,952 — 122,906 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (30,840 ) (4,092 ) 4,092 (30,840 ) Interest income 124 4,100 303 (4,092 ) 435 Other - net 5,601 (5,595 ) (86 ) — (80 ) Total other income (expense) - net 5,725 (32,335 ) (3,875 ) — (30,485 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (1,281 ) (22,375 ) 116,077 — 92,421 Provision for income taxes — 2,017 13,467 (7,798 ) 7,686 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (1,281 ) (24,392 ) 102,610 7,798 84,735 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 86,016 1,429 — (87,445 ) — NET INCOME (LOSS) $ 84,735 $ (22,963 ) $ 102,610 $ (79,647 ) $ 84,735 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Three months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 13,255 $ 424,594 $ (14,971 ) $ 422,878 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 6,334 251,515 (13,271 ) 244,578 Depreciation and amortization — 5,151 72,879 (352 ) 77,678 Selling, general and administrative 5,723 2,102 22,665 (1,348 ) 29,142 Loss on disposals of property and equipment — 311 548 — 859 Material charges and other operating expenses — — 8,300 — 8,300 Total costs and expenses 5,723 13,898 355,907 (14,971 ) 360,557 INCOME (LOSS) FROM OPERATIONS (5,723 ) (643 ) 68,687 — 62,321 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (27,692 ) (351 ) 351 (27,692 ) Interest income 94 553 466 (351 ) 762 Other - net 3,500 (3,495 ) (550 ) — (545 ) Total other income (expense) - net 3,594 (30,634 ) (435 ) — (27,475 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (2,129 ) (31,277 ) 68,252 — 34,846 (Benefit) provision for income taxes — (10,800 ) 17,805 (5,023 ) 1,982 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (2,129 ) (20,477 ) 50,447 5,023 32,864 DISCONTINUED OPERATIONS, NET OF TAX — (20 ) — — (20 ) EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 34,973 (4,644 ) — (30,329 ) — NET INCOME $ 32,844 $ (25,141 ) $ 50,447 $ (25,306 ) $ 32,844 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 33,336 $ 1,056,446 $ (34,007 ) $ 1,055,775 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 4,870 536,550 (31,742 ) 509,678 Depreciation and amortization — 7,968 176,399 713 185,080 Selling, general and administrative 11,218 2,065 48,439 (2,978 ) 58,744 Loss (gain) on disposals of property and equipment — 4 (179 ) — (175 ) Material charges and other operating expenses — — 5,000 — 5,000 Total costs and expenses 11,218 14,907 766,209 (34,007 ) 758,327 INCOME (LOSS) FROM OPERATIONS (11,218 ) 18,429 290,237 — 297,448 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (63,586 ) (6,541 ) 6,541 (63,586 ) Interest income 258 6,567 306 (6,541 ) 590 Other - net 11,205 (11,118 ) (1,208 ) — (1,121 ) Total other income (expense) - net 11,463 (68,137 ) (7,443 ) — (64,117 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 245 (49,708 ) 282,794 — 233,331 (Benefit) provision for income taxes — 2,407 42,216 (19,696 ) 24,927 NET INCOME (LOSS) FROM CONTINUING OPERATIONS 245 (52,115 ) 240,578 19,696 208,404 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 208,159 23,507 — (231,666 ) — NET INCOME $ 208,404 $ (28,608 ) $ 240,578 $ (211,970 ) $ 208,404 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 29,417 $ 801,088 $ (30,025 ) $ 800,480 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 9,490 483,782 (28,325 ) 464,947 Depreciation and amortization — 9,713 139,190 (352 ) 148,551 Selling, general and administrative 11,543 3,331 45,491 (1,348 ) 59,017 Loss (gain) on disposals of property and equipment — 328 1,334 — 1,662 Litigation settlement — — (20,875 ) — (20,875 ) Material charges and other operating expenses — — 8,300 — 8,300 Total costs and expenses 11,543 22,862 657,222 (30,025 ) 661,602 INCOME (LOSS) FROM OPERATIONS (11,543 ) 6,555 143,866 — 138,878 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (48,652 ) (591 ) 591 (48,652 ) Interest income 203 1,000 737 (591 ) 1,349 Other - net 7,000 (6,989 ) (907 ) — (896 ) Total other income (expense) - net 7,203 (54,641 ) (761 ) — (48,199 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (4,340 ) (48,086 ) 143,105 — 90,679 (Benefit) provision for income taxes — (19,749 ) 34,211 (12,199 ) 2,263 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (4,340 ) (28,337 ) 108,894 12,199 88,416 DISCONTINUED OPERATIONS, NET OF TAX — 4,023 — — 4,023 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 96,779 20,736 — (117,515 ) — NET INCOME $ 92,439 $ (3,578 ) $ 108,894 $ (105,316 ) $ 92,439 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Three months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 84,735 $ (22,963 ) $ 102,610 $ (79,647 ) $ 84,735 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 3,413 3,413 — (3,413 ) 3,413 COMPREHENSIVE INCOME (LOSS) $ 88,148 $ (19,550 ) $ 102,610 $ (83,060 ) $ 88,148 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Three months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 32,844 $ (25,141 ) $ 50,447 $ (25,306 ) $ 32,844 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 2,424 2,424 — (2,424 ) 2,424 COMPREHENSIVE INCOME (LOSS) $ 35,268 $ (22,717 ) $ 50,447 $ (27,730 ) $ 35,268 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 208,404 $ (28,608 ) $ 240,578 $ (211,970 ) $ 208,404 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 6,799 6,799 — (6,799 ) 6,799 COMPREHENSIVE INCOME (LOSS) $ 215,203 $ (21,809 ) $ 240,578 $ (218,769 ) $ 215,203 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 92,439 $ (3,578 ) $ 108,894 $ (105,316 ) $ 92,439 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 4,828 4,828 — (4,828 ) 4,828 COMPREHENSIVE INCOME $ 97,267 $ 1,250 $ 108,894 $ (110,144 ) $ 97,267 Rowan Companies plc and Subsidiaries Consolidating Statements of Cash Flows Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (3,758 ) $ 6,654 $ 474,316 $ (28,492 ) $ 448,720 INVESTING ACTIVITIES: Property, plant and equipment additions — (7,113 ) (609,285 ) — (616,398 ) Proceeds from disposals of property, plant and equipment — 1,704 594 — 2,298 Net cash used in investing activities — (5,409 ) (608,691 ) — (614,100 ) FINANCING ACTIVITIES: Advances (to) from affiliates (16,323 ) (74,952 ) 92,783 (1,508 ) — Proceeds from borrowings — 220,000 — — 220,000 Repayments of borrowings — (170,000 ) — — (170,000 ) Dividends paid (25,220 ) — (30,000 ) 30,000 (25,220 ) Net cash provided by (used in) financing activities (41,543 ) (24,952 ) 62,783 28,492 24,780 DECREASE IN CASH AND CASH EQUIVALENTS (45,301 ) (23,707 ) (71,592 ) — (140,600 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 45,909 48,580 244,665 — 339,154 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 608 $ 24,873 $ 173,073 $ — $ 198,554 Rowan Companies plc and Subsidiaries Consolidating Statements of Cash Flows Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 65,584 $ 250,687 $ 399,063 $ (565,819 ) $ 149,515 INVESTING ACTIVITIES: Property, plant and equipment additions — (10,033 ) (777,263 ) — (787,296 ) Proceeds from disposals of property, plant and equipment — 6,887 1,010 — 7,897 Investments in consolidated subsidiaries — (100,405 ) — 100,405 — Net cash used in investing activities — (103,551 ) (776,253 ) 100,405 (779,399 ) FINANCING ACTIVITIES: Advances (to) from affiliates (23,885 ) (769,005 ) 377,071 415,819 — Contributions from parent — — 100,405 (100,405 ) — Proceeds from borrowings — 793,380 — — 793,380 Debt issue costs — (687 ) — — (687 ) Dividends paid (12,556 ) (75,000 ) (75,000 ) 150,000 (12,556 ) Excess tax benefit (deficit) from share-based compensation — (563 ) — — (563 ) Proceeds from exercise of share options 4,472 — — — 4,472 Net cash provided by (used in) financing activities (31,969 ) (51,875 ) 402,476 465,414 784,046 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 33,615 95,261 25,286 — 154,162 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 64,292 92,116 936,436 — 1,092,844 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 97,907 $ 187,377 $ 961,722 $ — $ 1,247,006 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings per Share | The following table sets forth a reconciliation of basic and diluted shares (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Average common shares outstanding 124,734 124,113 124,432 123,934 Effect of dilutive securities - share-based compensation 669 739 642 857 Average shares for diluted computations 125,403 124,852 125,074 124,791 |
Antidilutive Securities Excluded From Earnings per Share | Antidilutive shares, which could potentially dilute earnings per share in the future, are set forth below (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Share options and appreciation rights 1,399 1,108 1,399 1,108 Restricted share units 603 — 1,475 — Total potentially dilutive shares 2,002 1,108 2,874 1,108 |
Pension and Other Postretirem20
Pension and Other Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Summary of Net Periodic Pension and Other Postemployment Benefit Costs | Net periodic pension cost recognized during the periods included the following components (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Service cost $ 4,235 $ 3,660 $ 8,424 $ 7,280 Interest cost 7,948 8,183 15,808 16,275 Expected return on plan assets (10,530 ) (10,364 ) (20,944 ) (20,615 ) Amortization of net loss 6,378 5,506 12,689 9,737 Amortization of prior service credit (1,126 ) (1,122 ) (2,241 ) (2,232 ) Total net pension cost $ 6,905 $ 5,863 $ 13,736 $ 10,445 Other postretirement benefit cost recognized during the periods included the following components (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Service cost $ 324 $ 270 $ 644 $ 537 Interest cost 703 766 1,398 1,523 Amortization of net loss — (40 ) (2 ) (79 ) Amortization of prior service credit — (8 ) — (16 ) Total other postretirement benefit cost $ 1,027 $ 988 $ 2,040 $ 1,965 |
Fair Value Measurements Fair 21
Fair Value Measurements Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Estimated fair value measurements Carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other unobservable inputs (Level 3) June 30, 2015: Assets - cash equivalents $ 187,267 $ 187,267 $ — $ — Other assets 14,594 14,594 — — December 31, 2014: Assets - cash equivalents $ 314,570 $ 314,570 $ — $ — Other assets 16,304 16,304 — — |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of Amounts Reclassified out of Each Component of Accumulated Other Comprehensive Loss | Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Amounts recognized as a component of net periodic pension and other postretirement benefit cost: Amortization of net loss $ (6,379 ) $ (4,850 ) $ (12,688 ) $ (9,661 ) Amortization of prior service credit 1,126 1,128 2,241 2,248 Total before income taxes (5,253 ) (3,722 ) (10,447 ) (7,413 ) Income tax benefit 1,840 1,298 3,648 2,585 Total reclassifications for the period, net of income taxes $ (3,413 ) $ (2,424 ) $ (6,799 ) $ (4,828 ) |
Other Financial Statement Dis23
Other Financial Statement Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Financial Statement Disclosures [Abstract] | |
Components of Receivables - trade and other | The following table sets forth the components of Receivables - trade and other (in thousands): June 30, 2015 December 31, 2014 Trade $ 481,978 $ 524,712 Income tax 3,794 6,315 Other 12,140 14,177 Total receivables - trade and other $ 497,912 $ 545,204 |
Schedule of Accrued Liabilities | June 30, 2015 December 31, 2014 Pension and other postretirement benefits $ 23,897 $ 26,219 Compensation and related employee costs 66,273 88,186 Interest 46,838 47,414 Income taxes 17,074 13,265 Other 28,995 19,175 Total accrued liabilities $ 183,077 $ 194,259 |
Guarantees of Registered Secu24
Guarantees of Registered Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor Financial Statements | reflects the corporate ownership structure as of June 30, 2015 . Financial information for the three and six months ended June 30, 2014 , has been recast to reflect changes to the corporate ownership structure that occurred in the third quarter of 2014 and is presented as though the structure at June 30, 2015 , was in place at January 1, 2014. Rowan Companies plc and Subsidiaries Condensed Consolidating Balance Sheets June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated CURRENT ASSETS: Cash and cash equivalents $ 608 $ 24,873 $ 173,073 $ — $ 198,554 Receivables - trade and other 97 3,805 494,010 — 497,912 Other current assets — 60,755 6,668 — 67,423 Total current assets 705 89,433 673,751 — 763,889 Property, plant and equipment - gross — 565,515 8,827,989 — 9,393,504 Less accumulated depreciation and amortization — 229,645 1,309,690 — 1,539,335 Property, plant and equipment - net — 335,870 7,518,299 — 7,854,169 Investments in subsidiaries 4,849,602 6,167,703 — (11,017,305 ) — Due from affiliates 44,091 1,547,034 184,671 (1,775,796 ) — Other assets — 21,444 17,265 — 38,709 $ 4,894,398 $ 8,161,484 $ 8,393,986 $ (12,793,101 ) $ 8,656,767 CURRENT LIABILITIES: Short-term debt $ — $ 50,000 $ — $ — $ 50,000 Accounts payable - trade 497 19,159 90,560 — 110,216 Deferred revenues — — 41,102 — 41,102 Accrued liabilities 482 101,641 80,954 — 183,077 Total current liabilities 979 170,800 212,616 — 384,395 Long-term debt — 2,806,901 — — 2,806,901 Due to affiliates 327 191,806 1,583,663 (1,775,796 ) — Other liabilities 4,971 308,913 59,110 — 372,994 Deferred income taxes - net — 528,903 157,747 (482,294 ) 204,356 Shareholders' equity 4,888,121 4,154,161 6,380,850 (10,535,011 ) 4,888,121 $ 4,894,398 $ 8,161,484 $ 8,393,986 $ (12,793,101 ) $ 8,656,767 Rowan Companies plc and Subsidiaries Condensed Consolidating Balance Sheets December 31, 2014 (in thousands) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated CURRENT ASSETS: Cash and cash equivalents $ 45,909 $ 48,580 $ 244,665 $ — $ 339,154 Receivables - trade and other 26 4,317 540,861 — 545,204 Other current assets 424 47,986 8,328 — 56,738 Total current assets 46,359 100,883 793,854 — 941,096 Property, plant and equipment - gross — 610,063 8,190,119 — 8,800,182 Less accumulated depreciation and amortization — 271,293 1,096,677 — 1,367,970 Property, plant and equipment - net — 338,770 7,093,442 — 7,432,212 Investments in subsidiaries 4,624,874 5,863,509 — (10,488,383 ) — Due from affiliates 36,586 1,412,860 71,867 (1,521,313 ) — Other assets — 18,103 19,781 — 37,884 $ 4,707,819 $ 7,734,125 $ 7,978,944 $ (12,009,696 ) $ 8,411,192 CURRENT LIABILITIES: Accounts payable - trade $ 912 $ 8,576 $ 93,285 $ — $ 102,773 Deferred revenues — — 36,189 — 36,189 Accrued liabilities 400 100,167 93,692 — 194,259 Total current liabilities 1,312 108,743 223,166 — 333,221 Long-term debt — 2,807,324 — — 2,807,324 Due to affiliates 9,282 45,457 1,466,574 (1,521,313 ) — Other liabilities 5,826 312,575 49,865 — 368,266 Deferred income taxes - net — 507,281 167,094 (463,393 ) 210,982 Shareholders' equity 4,691,399 3,952,745 6,072,245 (10,024,990 ) 4,691,399 $ 4,707,819 $ 7,734,125 $ 7,978,944 $ (12,009,696 ) $ 8,411,192 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Three months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 18,290 $ 509,095 $ (18,649 ) $ 508,736 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 3,173 268,259 (17,488 ) 253,944 Depreciation and amortization — 3,388 91,538 464 95,390 Selling, general and administrative 7,006 1,423 24,354 (1,625 ) 31,158 Gain on disposals of property and equipment — 346 (8 ) — 338 Material charges and other operating expenses — — 5,000 — 5,000 Total costs and expenses 7,006 8,330 389,143 (18,649 ) 385,830 INCOME (LOSS) FROM OPERATIONS (7,006 ) 9,960 119,952 — 122,906 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (30,840 ) (4,092 ) 4,092 (30,840 ) Interest income 124 4,100 303 (4,092 ) 435 Other - net 5,601 (5,595 ) (86 ) — (80 ) Total other income (expense) - net 5,725 (32,335 ) (3,875 ) — (30,485 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (1,281 ) (22,375 ) 116,077 — 92,421 Provision for income taxes — 2,017 13,467 (7,798 ) 7,686 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (1,281 ) (24,392 ) 102,610 7,798 84,735 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 86,016 1,429 — (87,445 ) — NET INCOME (LOSS) $ 84,735 $ (22,963 ) $ 102,610 $ (79,647 ) $ 84,735 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Three months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 13,255 $ 424,594 $ (14,971 ) $ 422,878 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 6,334 251,515 (13,271 ) 244,578 Depreciation and amortization — 5,151 72,879 (352 ) 77,678 Selling, general and administrative 5,723 2,102 22,665 (1,348 ) 29,142 Loss on disposals of property and equipment — 311 548 — 859 Material charges and other operating expenses — — 8,300 — 8,300 Total costs and expenses 5,723 13,898 355,907 (14,971 ) 360,557 INCOME (LOSS) FROM OPERATIONS (5,723 ) (643 ) 68,687 — 62,321 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (27,692 ) (351 ) 351 (27,692 ) Interest income 94 553 466 (351 ) 762 Other - net 3,500 (3,495 ) (550 ) — (545 ) Total other income (expense) - net 3,594 (30,634 ) (435 ) — (27,475 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (2,129 ) (31,277 ) 68,252 — 34,846 (Benefit) provision for income taxes — (10,800 ) 17,805 (5,023 ) 1,982 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (2,129 ) (20,477 ) 50,447 5,023 32,864 DISCONTINUED OPERATIONS, NET OF TAX — (20 ) — — (20 ) EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 34,973 (4,644 ) — (30,329 ) — NET INCOME $ 32,844 $ (25,141 ) $ 50,447 $ (25,306 ) $ 32,844 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 33,336 $ 1,056,446 $ (34,007 ) $ 1,055,775 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 4,870 536,550 (31,742 ) 509,678 Depreciation and amortization — 7,968 176,399 713 185,080 Selling, general and administrative 11,218 2,065 48,439 (2,978 ) 58,744 Loss (gain) on disposals of property and equipment — 4 (179 ) — (175 ) Material charges and other operating expenses — — 5,000 — 5,000 Total costs and expenses 11,218 14,907 766,209 (34,007 ) 758,327 INCOME (LOSS) FROM OPERATIONS (11,218 ) 18,429 290,237 — 297,448 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (63,586 ) (6,541 ) 6,541 (63,586 ) Interest income 258 6,567 306 (6,541 ) 590 Other - net 11,205 (11,118 ) (1,208 ) — (1,121 ) Total other income (expense) - net 11,463 (68,137 ) (7,443 ) — (64,117 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 245 (49,708 ) 282,794 — 233,331 (Benefit) provision for income taxes — 2,407 42,216 (19,696 ) 24,927 NET INCOME (LOSS) FROM CONTINUING OPERATIONS 245 (52,115 ) 240,578 19,696 208,404 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 208,159 23,507 — (231,666 ) — NET INCOME $ 208,404 $ (28,608 ) $ 240,578 $ (211,970 ) $ 208,404 Rowan Companies plc and Subsidiaries Condensed Consolidating Income Statements Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated REVENUES $ — $ 29,417 $ 801,088 $ (30,025 ) $ 800,480 COSTS AND EXPENSES: Direct operating costs (excluding items below) — 9,490 483,782 (28,325 ) 464,947 Depreciation and amortization — 9,713 139,190 (352 ) 148,551 Selling, general and administrative 11,543 3,331 45,491 (1,348 ) 59,017 Loss (gain) on disposals of property and equipment — 328 1,334 — 1,662 Litigation settlement — — (20,875 ) — (20,875 ) Material charges and other operating expenses — — 8,300 — 8,300 Total costs and expenses 11,543 22,862 657,222 (30,025 ) 661,602 INCOME (LOSS) FROM OPERATIONS (11,543 ) 6,555 143,866 — 138,878 OTHER INCOME (EXPENSE): Interest expense, net of interest capitalized — (48,652 ) (591 ) 591 (48,652 ) Interest income 203 1,000 737 (591 ) 1,349 Other - net 7,000 (6,989 ) (907 ) — (896 ) Total other income (expense) - net 7,203 (54,641 ) (761 ) — (48,199 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (4,340 ) (48,086 ) 143,105 — 90,679 (Benefit) provision for income taxes — (19,749 ) 34,211 (12,199 ) 2,263 NET INCOME (LOSS) FROM CONTINUING OPERATIONS (4,340 ) (28,337 ) 108,894 12,199 88,416 DISCONTINUED OPERATIONS, NET OF TAX — 4,023 — — 4,023 EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX 96,779 20,736 — (117,515 ) — NET INCOME $ 92,439 $ (3,578 ) $ 108,894 $ (105,316 ) $ 92,439 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Three months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 84,735 $ (22,963 ) $ 102,610 $ (79,647 ) $ 84,735 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 3,413 3,413 — (3,413 ) 3,413 COMPREHENSIVE INCOME (LOSS) $ 88,148 $ (19,550 ) $ 102,610 $ (83,060 ) $ 88,148 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Three months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 32,844 $ (25,141 ) $ 50,447 $ (25,306 ) $ 32,844 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 2,424 2,424 — (2,424 ) 2,424 COMPREHENSIVE INCOME (LOSS) $ 35,268 $ (22,717 ) $ 50,447 $ (27,730 ) $ 35,268 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 208,404 $ (28,608 ) $ 240,578 $ (211,970 ) $ 208,404 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 6,799 6,799 — (6,799 ) 6,799 COMPREHENSIVE INCOME (LOSS) $ 215,203 $ (21,809 ) $ 240,578 $ (218,769 ) $ 215,203 Rowan Companies plc and Subsidiaries Statements of Comprehensive Income Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET INCOME (LOSS) $ 92,439 $ (3,578 ) $ 108,894 $ (105,316 ) $ 92,439 OTHER COMPREHENSIVE INCOME: Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes 4,828 4,828 — (4,828 ) 4,828 COMPREHENSIVE INCOME $ 97,267 $ 1,250 $ 108,894 $ (110,144 ) $ 97,267 Rowan Companies plc and Subsidiaries Consolidating Statements of Cash Flows Six months ended June 30, 2015 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (3,758 ) $ 6,654 $ 474,316 $ (28,492 ) $ 448,720 INVESTING ACTIVITIES: Property, plant and equipment additions — (7,113 ) (609,285 ) — (616,398 ) Proceeds from disposals of property, plant and equipment — 1,704 594 — 2,298 Net cash used in investing activities — (5,409 ) (608,691 ) — (614,100 ) FINANCING ACTIVITIES: Advances (to) from affiliates (16,323 ) (74,952 ) 92,783 (1,508 ) — Proceeds from borrowings — 220,000 — — 220,000 Repayments of borrowings — (170,000 ) — — (170,000 ) Dividends paid (25,220 ) — (30,000 ) 30,000 (25,220 ) Net cash provided by (used in) financing activities (41,543 ) (24,952 ) 62,783 28,492 24,780 DECREASE IN CASH AND CASH EQUIVALENTS (45,301 ) (23,707 ) (71,592 ) — (140,600 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 45,909 48,580 244,665 — 339,154 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 608 $ 24,873 $ 173,073 $ — $ 198,554 Rowan Companies plc and Subsidiaries Consolidating Statements of Cash Flows Six months ended June 30, 2014 (in thousands) (unaudited) Rowan plc (Parent) RCI (Issuer) Non-guarantor subsidiaries Consolidating adjustments Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 65,584 $ 250,687 $ 399,063 $ (565,819 ) $ 149,515 INVESTING ACTIVITIES: Property, plant and equipment additions — (10,033 ) (777,263 ) — (787,296 ) Proceeds from disposals of property, plant and equipment — 6,887 1,010 — 7,897 Investments in consolidated subsidiaries — (100,405 ) — 100,405 — Net cash used in investing activities — (103,551 ) (776,253 ) 100,405 (779,399 ) FINANCING ACTIVITIES: Advances (to) from affiliates (23,885 ) (769,005 ) 377,071 415,819 — Contributions from parent — — 100,405 (100,405 ) — Proceeds from borrowings — 793,380 — — 793,380 Debt issue costs — (687 ) — — (687 ) Dividends paid (12,556 ) (75,000 ) (75,000 ) 150,000 (12,556 ) Excess tax benefit (deficit) from share-based compensation — (563 ) — — (563 ) Proceeds from exercise of share options 4,472 — — — 4,472 Net cash provided by (used in) financing activities (31,969 ) (51,875 ) 402,476 465,414 784,046 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 33,615 95,261 25,286 — 154,162 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 64,292 92,116 936,436 — 1,092,844 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 97,907 $ 187,377 $ 961,722 $ — $ 1,247,006 |
Nature of Operations and Basi25
Nature of Operations and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2015drilling_unit | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of mobile offshore drilling units | 32 |
Number of fleet of self-elevating mobile offshore jack-up drilling units | 28 |
Number of ultra-deepwater drillships | 4 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Average common shares outstanding (in shares) | 124,734 | 124,113 | 124,432 | 123,934 |
Effect of dilutive securities - share-based compensation (in shares) | 669 | 739 | 642 | 857 |
Average shares for diluted computations | 125,403 | 124,852 | 125,074 | 124,791 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 2,002 | 1,108 | 2,874 | 1,108 |
Share Options and Appreciation Rights [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 1,399 | 1,108 | 1,399 | 1,108 |
Nonvested restricted shares and restricted share units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 603 | 0 | 1,475 | 0 |
Pension and Other Postretirem27
Pension and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contribution to pension and other postemployment benefit plans | $ 7,100 | |||
Future contributions to pension and other postemployment benefit plans | 10,000 | |||
Defined Benefit Pension [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 4,235 | $ 3,660 | 8,424 | $ 7,280 |
Interest cost | 7,948 | 8,183 | 15,808 | 16,275 |
Expected return on plan assets | (10,530) | (10,364) | (20,944) | (20,615) |
Amortization of net loss | 6,378 | 5,506 | 12,689 | 9,737 |
Amortization of prior service credit | (1,126) | (1,122) | (2,241) | (2,232) |
Total net pension cost and other postemployment benefit cost | 6,905 | 5,863 | 13,736 | 10,445 |
Other Postemployment Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 324 | 270 | 644 | 537 |
Interest cost | 703 | 766 | 1,398 | 1,523 |
Amortization of net loss | 0 | (40) | (2) | (79) |
Amortization of prior service credit | 0 | (8) | 0 | (16) |
Total net pension cost and other postemployment benefit cost | $ 1,027 | $ 988 | $ 2,040 | $ 1,965 |
Commitments and Contingent Li28
Commitments and Contingent Liabilities (Details) $ in Millions | Mar. 22, 2015bbl | May. 23, 2014USD ($) | Sep. 30, 2014USD ($) | Nov. 30, 2013USD ($)subsidiary | Apr. 24, 2014USD ($) | Jun. 30, 2015USD ($) |
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||||||
Settlement agreement, number of years | 3 years | |||||
Number of years under review | 4 years | |||||
Number of barrels spilled | bbl | 2,200 | |||||
Outstanding letters of credit | $ 11.9 | |||||
HS Ocean Group Ltd. [Member] | Loss on Purchase Contract [Member] | ||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||||||
Number of subsidiaries involved in loss contingency | subsidiary | 1 | |||||
Lump-sum contract value | $ 20 | |||||
Milestone payments | $ 10.9 | |||||
Asserted claims | $ 25 | |||||
Estimated liability | $ 5 | |||||
Current Income Tax Receivable [Member] | ||||||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||||||
Tax benefits recognized from settlement | $ 36 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 26, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to nonvested share-based compensation arrangements | $ 57,300,000 | ||
Compensation expense over a remaining weighted-average period | 1 year 10 months 24 days | ||
Restricted Stock Units and Stock Appreciation Rights [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock granted | $ 22,500,000 | ||
Awards vesting period | 3 years | ||
Aggregate grant date fair value, net of estimated forfeitures | $ 21,200,000 | ||
Requisite service period | 2 years 8 months 12 days | ||
Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 3 years | ||
Target value of p-units granted during the period (in dollars per unit) | $ 100 | ||
Total shareholder return, Minimum payout (in dollars per unit) | $ 0 | ||
Total shareholder return, Maximum payout (in dollars per unit) | $ 200 | ||
Vesting percentage based on relative total shareholder return ranking on annual basis | 25.00% | ||
Vesting percentage of performance units periodically (in hundredths) | 25.00% | ||
Grant date fair value of P-Units | $ 9,000,000 | ||
Performance measurement period | 3 years | ||
Estimated liabilities outstanding for share-based compensation award | $ 13,000,000 | $ 11,600,000 |
Fair Value Measurements Fair 30
Fair Value Measurements Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring basis [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Carrying value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets - cash equivalents | $ 187,267 | $ 314,570 |
Other assets | 14,594 | 16,304 |
Estimate of Fair Value Measurement [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets - cash equivalents | 187,267 | 314,570 |
Other assets | 14,594 | 16,304 |
Estimate of Fair Value Measurement [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets - cash equivalents | 0 | 0 |
Other assets | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets - cash equivalents | 0 | 0 |
Other assets | $ 0 | $ 0 |
Fair Value Measurements - Other
Fair Value Measurements - Other Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value of long-term debt | $ 2,806,901 | $ 2,807,324 |
Short-term debt | 50,000 | 0 |
Fair value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long-term debt | $ 2,694,000 | $ 2,755,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Jul. 30, 2015 | May. 01, 2015 | Jan. 29, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||||||
Treasury shares (in shares) | 1,160,928 | 1,160,928 | 264,903 | ||||||
Stock repurchase program, authorized amount | $ 150,000,000 | $ 150,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.125 | $ 0.125 | $ 0.125 | ||||||
Dividends declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 | |||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
New shares issued | 1,100,000 | ||||||||
Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends declared (in dollars per share) | $ 0.10 |
Shareholders' Equity - Amounts
Shareholders' Equity - Amounts Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net reclassification adjustments for amounts recognized in net income as a component of net periodic benefit cost, tax expense | $ 1,840 | $ 1,298 | $ 3,648 | $ 2,585 |
Total reclassifications for the period, net of income taxes | (3,413) | (2,424) | (6,799) | (4,828) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amortization of net loss | (6,379) | (4,850) | (12,688) | (9,661) |
Amortization of prior service credit | 1,126 | 1,128 | 2,241 | 2,248 |
Total before income taxes | (5,253) | (3,722) | (10,447) | (7,413) |
Net reclassification adjustments for amounts recognized in net income as a component of net periodic benefit cost, tax expense | 1,840 | 1,298 | 3,648 | 2,585 |
Total reclassifications for the period, net of income taxes | $ (3,413) | $ (2,424) | $ (6,799) | $ (4,828) |
Other Financial Statement Dis34
Other Financial Statement Disclosures (Components of Receivables) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Other Financial Statement Disclosures [Abstract] | ||
Trade | $ 481,978 | $ 524,712 |
Income tax | 3,794 | 6,315 |
Other | 12,140 | 14,177 |
Total receivables - trade and other | $ 497,912 | $ 545,204 |
Other Financial Statement Dis35
Other Financial Statement Disclosures (Narrative) (Details) $ in Millions | Jul. 31, 2015rig | Feb. 28, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Supplemental Cash Flow Information | |||||||
Accrued capital expenditures | $ 41.4 | $ 46.6 | |||||
Interest capitalized in connection with rig construction projects | $ 8.7 | $ 13 | $ 16.2 | $ 30.5 | |||
Income Taxes | |||||||
Effective tax rate | 8.30% | 5.70% | 10.70% | 2.50% | |||
Litigation Settlement | |||||||
Proceeds from litigation settlements | $ 20.9 | ||||||
Subsequent Event [Member] | |||||||
Income Taxes | |||||||
Number of jack-up rigs sold | rig | 2 | ||||||
Subsequent Event [Member] | Forecast [Member] | Minimum [Member] | |||||||
Income Taxes | |||||||
Increase in valuation allowance | $ 6 | ||||||
Subsequent Event [Member] | Forecast [Member] | Maximum [Member] | |||||||
Income Taxes | |||||||
Increase in valuation allowance | $ 9 | ||||||
Rowan land rig [Member] | |||||||
Discontinued Operations | |||||||
Net assets of discontinued operations | $ 4.1 | ||||||
Assets of discontinued operations | 24.2 | ||||||
Deferred revenues classified as liabilities of discontinued operations | 20.1 | ||||||
Proceeds from sale of rig | $ 6 | ||||||
Gain (loss) on disposals of property and equipment | $ 4 |
Other Financial Statement Dis36
Other Financial Statement Disclosures Accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Pension and other postretirement benefits | $ 23,897 | $ 26,219 |
Compensation and related employee costs | 66,273 | 88,186 |
Interest | 46,838 | 47,414 |
Income taxes | 17,074 | 13,265 |
Other | 28,995 | 19,175 |
Total accrued liabilities | $ 183,077 | $ 194,259 |
Guarantees of Registered Secu37
Guarantees of Registered Securities (Narrative) (Details) - Jun. 30, 2015 - RCI (Issuer) [Member] | Total |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary ownership percentage by parent | 100.00% |
Senior Notes due 2017 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 5.00% |
Senior Notes due 2019 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 7.875% |
Senior Notes due 2022 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 4.875% |
Senior Notes due 2024 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 4.75% |
Senior Notes due 2042 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 5.40% |
Senior Notes due 2044 [Member] | Unsecured debt [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Stated interest rate percentage | 5.85% |
Guarantees of Registered Secu38
Guarantees of Registered Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 198,554 | $ 1,247,006 | $ 339,154 | $ 1,092,844 | $ 339,154 |
Receivables - trade and other | 497,912 | 545,204 | |||
Other current assets | 67,423 | 56,738 | |||
Total current assets | 763,889 | 941,096 | |||
Property, plant and equipment - gross | 9,393,504 | 8,800,182 | |||
Less accumulated depreciation and amortization | 1,539,335 | 1,367,970 | |||
Property, plant and equipment - net | 7,854,169 | 7,432,212 | |||
Investments in subsidiaries | 0 | 0 | |||
Due from affiliates | 0 | 0 | |||
Other assets | 38,709 | 37,884 | |||
TOTAL ASSETS | 8,656,767 | 8,411,192 | |||
CURRENT LIABILITIES: | |||||
Short-term debt | 50,000 | 0 | |||
Accounts payable - trade | 110,216 | 102,773 | |||
Deferred revenues | 41,102 | 36,189 | |||
Accrued liabilities | 183,077 | 194,259 | |||
Total current liabilities | 384,395 | 333,221 | |||
Long-term debt | 2,806,901 | 2,807,324 | |||
Due to affiliates | 0 | 0 | |||
Other liabilities | 372,994 | 368,266 | |||
Deferred income taxes - net | 204,356 | 210,982 | |||
Shareholders' equity | 4,888,121 | 4,691,399 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 8,656,767 | 8,411,192 | |||
Consolidating Income Statements | |||||
REVENUES | 508,736 | 422,878 | 1,055,775 | 800,480 | |
COSTS AND EXPENSES: | |||||
Direct operating costs (excluding items below) | 253,944 | 244,578 | 509,678 | 464,947 | |
Cost of Services, Depreciation and Amortization | 95,390 | 77,678 | 185,080 | 148,551 | |
Selling, general and administrative | 31,158 | 29,142 | 58,744 | 59,017 | |
Loss (gain) on disposals of property and equipment | 338 | 859 | (175) | 1,662 | |
Proceeds from litigation settlement | 0 | 0 | 0 | (20,875) | |
Material charges and other operating expenses | 5,000 | 8,300 | 5,000 | 8,300 | |
Total costs and expenses | 385,830 | 360,557 | 758,327 | 661,602 | |
INCOME (LOSS) FROM OPERATIONS | 122,906 | 62,321 | 297,448 | 138,878 | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net of interest capitalized | (30,840) | (27,692) | (63,586) | (48,652) | |
Interest income | 435 | 762 | 590 | 1,349 | |
Other - net | (80) | (545) | (1,121) | (896) | |
Total other income (expense) - net | (30,485) | (27,475) | (64,117) | (48,199) | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 92,421 | 34,846 | 233,331 | 90,679 | |
Provision for income taxes | 7,686 | 1,982 | 24,927 | 2,263 | |
NET INCOME FROM CONTINUING OPERATIONS | 84,735 | 32,864 | 208,404 | 88,416 | |
DISCONTINUED OPERATIONS, NET OF TAX | (20) | 4,023 | |||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX | 0 | 0 | 0 | 0 | |
Net income | 84,735 | 32,844 | 208,404 | 92,439 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | 84,735 | 32,844 | 208,404 | 92,439 | |
OTHER COMPREHENSIVE INCOME: | |||||
Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes | 3,413 | 2,424 | 6,799 | 4,828 | |
COMPREHENSIVE INCOME | 88,148 | 35,268 | 215,203 | 97,267 | |
Consolidated Statement of Cash Flows [Abstract] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 448,720 | 149,515 | |||
INVESTING ACTIVITIES: | |||||
Property, plant and equipment additions | (616,398) | (787,296) | |||
Proceeds from disposals of property, plant and equipment | 2,298 | 7,897 | |||
Investments in consolidated subsidiaries | 0 | ||||
Net cash used in investing activities | (614,100) | (779,399) | |||
FINANCING ACTIVITIES: | |||||
Advances (to) from affiliates | 0 | 0 | |||
Contributions from parent | 0 | ||||
Proceeds from borrowings | 220,000 | 793,380 | |||
Repayments of borrowings | (170,000) | 0 | |||
Debt issue costs | 0 | (687) | |||
Dividends paid | (25,220) | (12,556) | |||
Excess tax benefit (deficit) from share-based compensation | 0 | (563) | |||
Proceeds from exercise of share options | 0 | 4,472 | |||
Net cash provided by financing activities | 24,780 | 784,046 | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (140,600) | 154,162 | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 339,154 | 1,092,844 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 198,554 | 1,247,006 | 198,554 | 1,247,006 | |
Rowan Companies plc (Parent) [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 608 | 97,907 | 45,909 | 64,292 | 45,909 |
Receivables - trade and other | 97 | 26 | |||
Other current assets | 0 | 424 | |||
Total current assets | 705 | 46,359 | |||
Property, plant and equipment - gross | 0 | 0 | |||
Less accumulated depreciation and amortization | 0 | 0 | |||
Property, plant and equipment - net | 0 | 0 | |||
Investments in subsidiaries | 4,849,602 | 4,624,874 | |||
Due from affiliates | 44,091 | 36,586 | |||
Other assets | 0 | 0 | |||
TOTAL ASSETS | 4,894,398 | 4,707,819 | |||
CURRENT LIABILITIES: | |||||
Short-term debt | 0 | ||||
Accounts payable - trade | 497 | 912 | |||
Deferred revenues | 0 | 0 | |||
Accrued liabilities | 482 | 400 | |||
Total current liabilities | 979 | 1,312 | |||
Long-term debt | 0 | 0 | |||
Due to affiliates | 327 | 9,282 | |||
Other liabilities | 4,971 | 5,826 | |||
Deferred income taxes - net | 0 | 0 | |||
Shareholders' equity | 4,888,121 | 4,691,399 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,894,398 | 4,707,819 | |||
Consolidating Income Statements | |||||
REVENUES | 0 | 0 | 0 | 0 | |
COSTS AND EXPENSES: | |||||
Direct operating costs (excluding items below) | 0 | 0 | 0 | 0 | |
Cost of Services, Depreciation and Amortization | 0 | 0 | 0 | 0 | |
Selling, general and administrative | 7,006 | 5,723 | 11,218 | 11,543 | |
Loss (gain) on disposals of property and equipment | 0 | 0 | 0 | 0 | |
Proceeds from litigation settlement | 0 | ||||
Material charges and other operating expenses | 0 | 0 | 0 | 0 | |
Total costs and expenses | 7,006 | 5,723 | 11,218 | 11,543 | |
INCOME (LOSS) FROM OPERATIONS | (7,006) | (5,723) | (11,218) | (11,543) | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net of interest capitalized | 0 | 0 | 0 | 0 | |
Interest income | 124 | 94 | 258 | 203 | |
Other - net | 5,601 | 3,500 | 11,205 | 7,000 | |
Total other income (expense) - net | 5,725 | 3,594 | 11,463 | 7,203 | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (1,281) | (2,129) | 245 | (4,340) | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
NET INCOME FROM CONTINUING OPERATIONS | (1,281) | (2,129) | 245 | (4,340) | |
DISCONTINUED OPERATIONS, NET OF TAX | 0 | 0 | |||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX | 86,016 | 34,973 | 208,159 | 96,779 | |
Net income | 84,735 | 32,844 | 208,404 | 92,439 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | 84,735 | 32,844 | 208,404 | 92,439 | |
OTHER COMPREHENSIVE INCOME: | |||||
Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes | 3,413 | 2,424 | 6,799 | 4,828 | |
COMPREHENSIVE INCOME | 88,148 | 35,268 | 215,203 | 97,267 | |
Consolidated Statement of Cash Flows [Abstract] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (3,758) | 65,584 | |||
INVESTING ACTIVITIES: | |||||
Property, plant and equipment additions | 0 | 0 | |||
Proceeds from disposals of property, plant and equipment | 0 | 0 | |||
Investments in consolidated subsidiaries | 0 | ||||
Net cash used in investing activities | 0 | 0 | |||
FINANCING ACTIVITIES: | |||||
Advances (to) from affiliates | (16,323) | (23,885) | |||
Contributions from parent | 0 | ||||
Proceeds from borrowings | 0 | 0 | |||
Repayments of borrowings | 0 | ||||
Debt issue costs | 0 | ||||
Dividends paid | (25,220) | (12,556) | |||
Excess tax benefit (deficit) from share-based compensation | 0 | ||||
Proceeds from exercise of share options | 4,472 | ||||
Net cash provided by financing activities | (41,543) | (31,969) | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (45,301) | 33,615 | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 45,909 | 64,292 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 608 | 97,907 | 608 | 97,907 | |
RCI (Issuer) [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 24,873 | 187,377 | 48,580 | 92,116 | 48,580 |
Receivables - trade and other | 3,805 | 4,317 | |||
Other current assets | 60,755 | 47,986 | |||
Total current assets | 89,433 | 100,883 | |||
Property, plant and equipment - gross | 565,515 | 610,063 | |||
Less accumulated depreciation and amortization | 229,645 | 271,293 | |||
Property, plant and equipment - net | 335,870 | 338,770 | |||
Investments in subsidiaries | 6,167,703 | 5,863,509 | |||
Due from affiliates | 1,547,034 | 1,412,860 | |||
Other assets | 21,444 | 18,103 | |||
TOTAL ASSETS | 8,161,484 | 7,734,125 | |||
CURRENT LIABILITIES: | |||||
Short-term debt | 50,000 | ||||
Accounts payable - trade | 19,159 | 8,576 | |||
Deferred revenues | 0 | 0 | |||
Accrued liabilities | 101,641 | 100,167 | |||
Total current liabilities | 170,800 | 108,743 | |||
Long-term debt | 2,806,901 | 2,807,324 | |||
Due to affiliates | 191,806 | 45,457 | |||
Other liabilities | 308,913 | 312,575 | |||
Deferred income taxes - net | 528,903 | 507,281 | |||
Shareholders' equity | 4,154,161 | 3,952,745 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 8,161,484 | 7,734,125 | |||
Consolidating Income Statements | |||||
REVENUES | 18,290 | 13,255 | 33,336 | 29,417 | |
COSTS AND EXPENSES: | |||||
Direct operating costs (excluding items below) | 3,173 | 6,334 | 4,870 | 9,490 | |
Cost of Services, Depreciation and Amortization | 3,388 | 5,151 | 7,968 | 9,713 | |
Selling, general and administrative | 1,423 | 2,102 | 2,065 | 3,331 | |
Loss (gain) on disposals of property and equipment | 346 | 311 | 4 | 328 | |
Proceeds from litigation settlement | 0 | ||||
Material charges and other operating expenses | 0 | 0 | 0 | 0 | |
Total costs and expenses | 8,330 | 13,898 | 14,907 | 22,862 | |
INCOME (LOSS) FROM OPERATIONS | 9,960 | (643) | 18,429 | 6,555 | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net of interest capitalized | (30,840) | (27,692) | (63,586) | (48,652) | |
Interest income | 4,100 | 553 | 6,567 | 1,000 | |
Other - net | (5,595) | (3,495) | (11,118) | (6,989) | |
Total other income (expense) - net | (32,335) | (30,634) | (68,137) | (54,641) | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (22,375) | (31,277) | (49,708) | (48,086) | |
Provision for income taxes | 2,017 | (10,800) | 2,407 | (19,749) | |
NET INCOME FROM CONTINUING OPERATIONS | (24,392) | (20,477) | (52,115) | (28,337) | |
DISCONTINUED OPERATIONS, NET OF TAX | (20) | 4,023 | |||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX | 1,429 | (4,644) | 23,507 | 20,736 | |
Net income | (22,963) | (25,141) | (28,608) | (3,578) | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | (22,963) | (25,141) | (28,608) | (3,578) | |
OTHER COMPREHENSIVE INCOME: | |||||
Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes | 3,413 | 2,424 | 6,799 | 4,828 | |
COMPREHENSIVE INCOME | (19,550) | (22,717) | (21,809) | 1,250 | |
Consolidated Statement of Cash Flows [Abstract] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 6,654 | 250,687 | |||
INVESTING ACTIVITIES: | |||||
Property, plant and equipment additions | (7,113) | (10,033) | |||
Proceeds from disposals of property, plant and equipment | 1,704 | 6,887 | |||
Investments in consolidated subsidiaries | (100,405) | ||||
Net cash used in investing activities | (5,409) | (103,551) | |||
FINANCING ACTIVITIES: | |||||
Advances (to) from affiliates | (74,952) | (769,005) | |||
Contributions from parent | 0 | ||||
Proceeds from borrowings | 220,000 | 793,380 | |||
Repayments of borrowings | (170,000) | ||||
Debt issue costs | (687) | ||||
Dividends paid | 0 | (75,000) | |||
Excess tax benefit (deficit) from share-based compensation | (563) | ||||
Proceeds from exercise of share options | 0 | ||||
Net cash provided by financing activities | (24,952) | (51,875) | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (23,707) | 95,261 | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 48,580 | 92,116 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 24,873 | 187,377 | 24,873 | 187,377 | |
Other non-guarantor subsidiaries [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 173,073 | 961,722 | 244,665 | 936,436 | 244,665 |
Receivables - trade and other | 494,010 | 540,861 | |||
Other current assets | 6,668 | 8,328 | |||
Total current assets | 673,751 | 793,854 | |||
Property, plant and equipment - gross | 8,827,989 | 8,190,119 | |||
Less accumulated depreciation and amortization | 1,309,690 | 1,096,677 | |||
Property, plant and equipment - net | 7,518,299 | 7,093,442 | |||
Investments in subsidiaries | 0 | 0 | |||
Due from affiliates | 184,671 | 71,867 | |||
Other assets | 17,265 | 19,781 | |||
TOTAL ASSETS | 8,393,986 | 7,978,944 | |||
CURRENT LIABILITIES: | |||||
Short-term debt | 0 | ||||
Accounts payable - trade | 90,560 | 93,285 | |||
Deferred revenues | 41,102 | 36,189 | |||
Accrued liabilities | 80,954 | 93,692 | |||
Total current liabilities | 212,616 | 223,166 | |||
Long-term debt | 0 | 0 | |||
Due to affiliates | 1,583,663 | 1,466,574 | |||
Other liabilities | 59,110 | 49,865 | |||
Deferred income taxes - net | 157,747 | 167,094 | |||
Shareholders' equity | 6,380,850 | 6,072,245 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 8,393,986 | 7,978,944 | |||
Consolidating Income Statements | |||||
REVENUES | 509,095 | 424,594 | 1,056,446 | 801,088 | |
COSTS AND EXPENSES: | |||||
Direct operating costs (excluding items below) | 268,259 | 251,515 | 536,550 | 483,782 | |
Cost of Services, Depreciation and Amortization | 91,538 | 72,879 | 176,399 | 139,190 | |
Selling, general and administrative | 24,354 | 22,665 | 48,439 | 45,491 | |
Loss (gain) on disposals of property and equipment | (8) | 548 | (179) | 1,334 | |
Proceeds from litigation settlement | (20,875) | ||||
Material charges and other operating expenses | 5,000 | 8,300 | 5,000 | 8,300 | |
Total costs and expenses | 389,143 | 355,907 | 766,209 | 657,222 | |
INCOME (LOSS) FROM OPERATIONS | 119,952 | 68,687 | 290,237 | 143,866 | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net of interest capitalized | (4,092) | (351) | (6,541) | (591) | |
Interest income | 303 | 466 | 306 | 737 | |
Other - net | (86) | (550) | (1,208) | (907) | |
Total other income (expense) - net | (3,875) | (435) | (7,443) | (761) | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 116,077 | 68,252 | 282,794 | 143,105 | |
Provision for income taxes | 13,467 | 17,805 | 42,216 | 34,211 | |
NET INCOME FROM CONTINUING OPERATIONS | 102,610 | 50,447 | 240,578 | 108,894 | |
DISCONTINUED OPERATIONS, NET OF TAX | 0 | 0 | |||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX | 0 | 0 | 0 | 0 | |
Net income | 102,610 | 50,447 | 240,578 | 108,894 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | 102,610 | 50,447 | 240,578 | 108,894 | |
OTHER COMPREHENSIVE INCOME: | |||||
Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes | 0 | 0 | 0 | 0 | |
COMPREHENSIVE INCOME | 102,610 | 50,447 | 240,578 | 108,894 | |
Consolidated Statement of Cash Flows [Abstract] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 474,316 | 399,063 | |||
INVESTING ACTIVITIES: | |||||
Property, plant and equipment additions | (609,285) | (777,263) | |||
Proceeds from disposals of property, plant and equipment | 594 | 1,010 | |||
Investments in consolidated subsidiaries | 0 | ||||
Net cash used in investing activities | (608,691) | (776,253) | |||
FINANCING ACTIVITIES: | |||||
Advances (to) from affiliates | 92,783 | 377,071 | |||
Contributions from parent | 100,405 | ||||
Proceeds from borrowings | 0 | 0 | |||
Repayments of borrowings | 0 | ||||
Debt issue costs | 0 | ||||
Dividends paid | (30,000) | (75,000) | |||
Excess tax benefit (deficit) from share-based compensation | 0 | ||||
Proceeds from exercise of share options | 0 | ||||
Net cash provided by financing activities | 62,783 | 402,476 | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (71,592) | 25,286 | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 244,665 | 936,436 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 173,073 | 961,722 | 173,073 | 961,722 | |
Consolidating adjustments [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 |
Receivables - trade and other | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Total current assets | 0 | 0 | |||
Property, plant and equipment - gross | 0 | 0 | |||
Less accumulated depreciation and amortization | 0 | 0 | |||
Property, plant and equipment - net | 0 | 0 | |||
Investments in subsidiaries | (11,017,305) | (10,488,383) | |||
Due from affiliates | (1,775,796) | (1,521,313) | |||
Other assets | 0 | 0 | |||
TOTAL ASSETS | (12,793,101) | (12,009,696) | |||
CURRENT LIABILITIES: | |||||
Short-term debt | 0 | ||||
Accounts payable - trade | 0 | 0 | |||
Deferred revenues | 0 | 0 | |||
Accrued liabilities | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Long-term debt | 0 | 0 | |||
Due to affiliates | (1,775,796) | (1,521,313) | |||
Other liabilities | 0 | 0 | |||
Deferred income taxes - net | (482,294) | (463,393) | |||
Shareholders' equity | (10,535,011) | (10,024,990) | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | (12,793,101) | $ (12,009,696) | |||
Consolidating Income Statements | |||||
REVENUES | (18,649) | (14,971) | (34,007) | (30,025) | |
COSTS AND EXPENSES: | |||||
Direct operating costs (excluding items below) | (17,488) | (13,271) | (31,742) | (28,325) | |
Cost of Services, Depreciation and Amortization | 464 | (352) | 713 | (352) | |
Selling, general and administrative | (1,625) | (1,348) | (2,978) | (1,348) | |
Loss (gain) on disposals of property and equipment | 0 | 0 | 0 | 0 | |
Proceeds from litigation settlement | 0 | ||||
Material charges and other operating expenses | 0 | 0 | 0 | 0 | |
Total costs and expenses | (18,649) | (14,971) | (34,007) | (30,025) | |
INCOME (LOSS) FROM OPERATIONS | 0 | 0 | 0 | 0 | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net of interest capitalized | 4,092 | 351 | 6,541 | 591 | |
Interest income | (4,092) | (351) | (6,541) | (591) | |
Other - net | 0 | 0 | 0 | 0 | |
Total other income (expense) - net | 0 | 0 | 0 | 0 | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 0 | 0 | 0 | 0 | |
Provision for income taxes | (7,798) | (5,023) | (19,696) | (12,199) | |
NET INCOME FROM CONTINUING OPERATIONS | 7,798 | 5,023 | 19,696 | 12,199 | |
DISCONTINUED OPERATIONS, NET OF TAX | 0 | 0 | |||
EQUITY IN EARNINGS OF SUBSIDIARIES, NET OF TAX | (87,445) | (30,329) | (231,666) | (117,515) | |
Net income | (79,647) | (25,306) | (211,970) | (105,316) | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | (79,647) | (25,306) | (211,970) | (105,316) | |
OTHER COMPREHENSIVE INCOME: | |||||
Net reclassification adjustments for amount recognized in net income as a component of net periodic benefit cost, net of income taxes | (3,413) | (2,424) | (6,799) | (4,828) | |
COMPREHENSIVE INCOME | (83,060) | (27,730) | (218,769) | (110,144) | |
Consolidated Statement of Cash Flows [Abstract] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (28,492) | (565,819) | |||
INVESTING ACTIVITIES: | |||||
Property, plant and equipment additions | 0 | 0 | |||
Proceeds from disposals of property, plant and equipment | 0 | 0 | |||
Investments in consolidated subsidiaries | 100,405 | ||||
Net cash used in investing activities | 0 | 100,405 | |||
FINANCING ACTIVITIES: | |||||
Advances (to) from affiliates | (1,508) | 415,819 | |||
Contributions from parent | (100,405) | ||||
Proceeds from borrowings | 0 | 0 | |||
Repayments of borrowings | 0 | ||||
Debt issue costs | 0 | ||||
Dividends paid | 30,000 | 150,000 | |||
Excess tax benefit (deficit) from share-based compensation | 0 | ||||
Proceeds from exercise of share options | 0 | ||||
Net cash provided by financing activities | 28,492 | 465,414 | |||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 0 | $ 0 | $ 0 | $ 0 |