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 |