1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_____TO_____ ROWAN COMPANIES, INC. --------------------- (Exact name of registrant as specified in its charter) Delaware 1-5491 75-0759420 - ------------------------------------------- -------------------------- -------------------------- (State or other jurisdiction of Commission File (I.R.S. Employer incorporation or organization) Number Identification No.) 5450 Transco Tower, 2800 Post Oak Boulevard, Houston, Texas 77056-6196 - ----------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (713) 621-7800 ----------------------------------------------------------- Registrant's telephone number, including area code Inapplicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of common stock, $.125 par value, outstanding at July 31, 1997 was 86,532,097. 2 ROWAN COMPANIES, INC. INDEX Page No. -------- PART I. Financial Information: Consolidated Balance Sheet -- June 30, 1997 and December 31, 1996 . . . . . . . . . . . 2 Consolidated Statement of Operations -- Three and Six Months Ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statement of Cash Flows -- Six Months Ended June 30, 1997 and 1996 . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . 6 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 8 PART II. Other Information: Exhibits and Reports on Form 8-K . . . . . . . . . . . 12 3 PART I. FINANCIAL INFORMATION ROWAN COMPANIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (IN THOUSANDS EXCEPT SHARE AMOUNTS) June 30, December 31, 1997 1996 ---------- ------------ ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents.............................................. $ 66,510 $ 97,225 Receivables - trade and other.......................................... 124,370 112,836 Inventories - at cost: Raw materials and supplies........................................... 67,913 65,734 Work-in-progress..................................................... 32,894 21,181 Finished goods....................................................... 1,820 1,758 Prepaid expenses....................................................... 13,317 8,750 Cost of turnkey drilling contracts in progress......................... 9,835 ---------- ---------- Total current assets............................................... 306,824 317,319 ---------- ---------- INVESTMENT IN AND ADVANCES TO 49% OWNED COMPANIES........................ 26,358 28,049 ---------- ---------- PROPERTY PLANT AND EQUIPMENT - at cost: Drilling equipment..................................................... 964,155 954,249 Aircraft and related equipment......................................... 196,444 188,681 Manufacturing plant and equipment...................................... 51,494 37,377 Construction in progress............................................... 118,400 77,318 Other property and equipment........................................... 90,799 94,517 ---------- ---------- Total.............................................................. 1,421,292 1,352,142 Less accumulated depreciation and amortization......................... 821,702 805,942 ---------- ---------- Property plant and equipment - net................................. 599,590 546,200 ---------- ---------- OTHER ASSETS AND DEFERRED CHARGES........................................ 6,687 7,740 ---------- ---------- TOTAL.............................................................. $ 939,459 $ 899,308 ========== ========== See Notes to Consolidated Financial Statements. -2- 4 June 30, December 31, 1997 1996 ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) CURRENT LIABILITIES: Notes payable and current maturities of long-term debt ................. $ 5,025 $ 3,932 Accounts payable - trade ............................................... 24,023 28,106 Other current liabilities .............................................. 54,859 53,236 ----------- ----------- Total current liabilities ....................................... 83,907 85,274 ----------- ----------- LONG-TERM DEBT - less current maturities .................................. 253,734 267,321 ----------- ----------- OTHER LIABILITIES ......................................................... 44,710 39,573 ----------- ----------- DEFERRED CREDITS: Income taxes ........................................................... 4,271 1,774 Gain on sale/leaseback transactions .................................... 7,561 9,147 ----------- ----------- Total deferred credits .......................................... 11,832 10,921 ----------- ----------- STOCKHOLDERS' EQUITY: Preferred stock, $1.00 par value: Authorized 5,000,000 shares issuable in series: Series I Preferred Stock, authorized 6,500 shares, none issued Series II Preferred Stock, authorized 6,000 shares, none issued Series III Preferred Stock, authorized 10,300 shares, none issued Series A Junior Preferred Stock, authorized 1,500,000 shares, none issued Common stock, $.125 par value: Authorized 150,000,000 shares; issued 87,635,466 shares at June 30, 1997 and 87,054,028 shares at December 31, 1996 ............................................... 10,958 10,882 Additional paid-in capital ................................................ 405,978 401,730 Retained earnings ......................................................... 130,825 86,092 Less cost of 1,457,919 treasury shares .................................... 2,485 2,485 ----------- ----------- Total stockholders' equity ...................................... 545,276 496,219 ----------- ----------- TOTAL ........................................................... $ 939,459 $ 899,308 =========== =========== See Notes to Consolidated Financial Statements -3- 5 ROWAN COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) For The Three Months For The Six Months Ended June 30, Ended June 30, ------------------------ ------------------------ 1997 1996 1997 1996 ---------- ---------- ---------- ---------- (Unaudited) REVENUES: Drilling services .................................... $ 102,942 $ 77,022 $ 192,545 $ 148,073 Manufacturing sales and services ..................... 34,594 31,719 71,238 67,667 Aviation services .................................... 27,249 28,425 45,767 48,234 ---------- ---------- ---------- ---------- Total ....................................... 164,785 137,166 309,550 263,974 ---------- ---------- ---------- ---------- COSTS AND EXPENSES: Drilling services .................................... 47,873 50,040 113,844 102,804 Manufacturing sales and services ..................... 30,429 29,050 62,514 61,522 Aviation services .................................... 23,733 24,268 43,797 43,478 Depreciation and amortization ........................ 11,423 11,983 22,790 24,030 General and administrative ........................... 4,291 3,896 8,583 7,917 ---------- ---------- ---------- ---------- Total ....................................... 117,749 119,237 251,528 239,751 ---------- ---------- ---------- ---------- INCOME FROM OPERATIONS .................................. 47,036 17,929 58,022 24,223 ---------- ---------- ---------- ---------- OTHER INCOME (EXPENSE): Interest expense ..................................... (6,194) (6,904) (13,538) (13,811) Less: interest capitalized ........................... 2,166 352 4,107 559 Gain on disposals of property, plant and equipment ... 54 411 948 2,006 Interest income ...................................... 920 1,040 2,236 2,249 Other - net .......................................... 75 174 147 258 ---------- ---------- ---------- ---------- Other income (expense) - net ................ (2,979) (4,927) (6,100) (8,739) ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES .............................. 44,057 13,002 51,922 15,484 Provision for income taxes ........................... 3,477 337 3,711 462 ---------- ---------- ---------- ---------- INCOME BEFORE EXTRAORDINARY CHARGE ...................... 40,580 12,665 48,211 15,022 Extraordinary charge from early redemption of debt ... 3,478 ---------- ---------- ---------- ---------- NET INCOME .............................................. $ 40,580 $ 12,665 $ 44,733 $ 15,022 ========== ========== ========== ========== PER COMMON SHARE (Note 5): Income before extraordinary charge ................... $ 0.46 $ 0.15 $ 0.55 $ 0.18 Extraordinary charge from early redemption of debt.... .04 ---------- ---------- ---------- ---------- Net income: Primary ............................................ $ 0.46 $ 0.15 $ 0.51 $ 0.18 ========== ========== ========== ========== Fully diluted ...................................... $ 0.46 $ 0.15 $ 0.51 $ 0.18 ========== ========== ========== ========== See Notes to Consolidated Financial Statements. -4- 6 ROWAN COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) For The Six Months Ended June 30, ------------------------ 1997 1996 ---------- ---------- (Unaudited) CASH PROVIDED BY (USED IN): Operations: Net income .................................................. $ 44,733 $ 15,022 Noncash charges (credits) to net income: Depreciation and amortization ............................ 22,790 24,030 Gain on disposals of property, plant and equipment ....... (948) (2,006) Compensation expense ..................................... 2,467 2,232 Change in sale/leaseback payable ......................... (7,666) (7,034) Amortization of sale/leaseback gain ...................... (1,586) (1,586) Provision for pension and postretirement benefits ........ 3,494 4,411 Deferred income taxes .................................... 2,497 397 Other - net .............................................. 2,174 1,309 Changes in current assets and liabilities: Receivables- trade and other ............................. (11,534) (21,232) Inventories .............................................. (13,954) (12,544) Other current assets ..................................... 5,268 2,927 Current liabilities ...................................... 9,792 5,726 Net changes in other noncurrent assets and liabilities ...... 263 32 ---------- ---------- Net cash provided by operations ................................. 57,790 11,684 ---------- ---------- Investing activities: Property, plant and equipment additions ..................... (77,445) (40,006) Repayments from affiliates .................................. 226 32 Proceeds from disposals of property, plant and equipment ... 2,351 3,046 ---------- ---------- Net cash used in investing activities ........................... (74,868) (36,928) ---------- ---------- Financing activities: Proceeds from borrowings .................................... 38,569 Repayments of borrowings .................................... (50,163) (2,019) Premium on redemption of debt ............................... (3,000) Other - net ................................................. 957 520 ---------- ---------- Net cash used in financing activities ........................... (13,637) (1,499) ---------- ---------- DECREASE IN CASH AND CASH EQUIVALENTS .............................. (30,715) (26,743) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..................... 97,225 90,338 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD ........................... $ 66,510 $ 63,595 ========== ========== See Notes to Consolidated Financial Statements. -5- 7 ROWAN COMPANIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated financial statements of the Company included herein have been prepared without audit pursuant to generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission. Certain information and notes have been condensed or omitted pursuant to such rules and regulations and the Company believes that the disclosures included herein are adequate. It is suggested that these condensed financial statements be read in conjunction with the financial statements and related notes included in the Company's 1996 Annual Report to Stockholders incorporated by reference in the Form 10-K for the year ended December 31, 1996. 2. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of June 30, 1997 and December 31, 1996, and the results of its operations for the three and six month periods ended June 30, 1997 and 1996 and its cash flows for the six months ended June 30, 1997 and 1996. 3. The results of operations for the three and six month periods ended June 30, 1997 are not necessarily indicative of the results to be expected for the full year. 4. In the opinion of the Company, the accompanying unaudited consolidated financial statements would not have been materially affected by the provisions of Statement of Financial Accounting Standards Nos. 128-131, which are effective for periods beginning or ending after December 15, 1997. -6- 8 5. Computation of primary and fully diluted earnings per share is as follows (in thousands except per share amounts): For The For The Three Months Ended Six Months Ended June 30, June 30, -------------------------- -------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Weighted average shares of common stock outstanding ............................. 85,932 85,301 85,780 85,143 Stock options and related (treasury stock method)........................................ 2,307 2,042 2,226 1,692(A) ---------- ---------- ---------- ---------- Weighted average shares for primary earnings per share calculation ................ 88,239 87,343 88,006 86,835 Stock options and related (treasury stock method) ....................................... 358 5 272 266(A) Shares issuable from assumed conversion of the Series II Convertible Subordinated Debenture ..................................... 384 400 392 400(A) ---------- ---------- ---------- ---------- Weighted average shares for fully diluted earnings per share calculation ................ 88,981 87,748 88,670 87,501 ========== ========== ========== ========== Net income for primary calculation .............. $ 40,580 $ 12,665 $ 44,733 $ 15,022 Subordinated debenture interest, net of income tax effect ............................. 80 80 158 162 ---------- ---------- ---------- ---------- Net income for fully diluted calculation ........ $ 40,660 $ 12,745 $ 44,891 $ 15,184 ========== ========== ========== ========== Earnings per share: Primary ....................................... $ .46 $ .15 $ .51 $ .17 ========== ========== ========== ========== Fully diluted ................................. $ .46 $ .15 $ .51 $ .17 ========== ========== ========== ========== (A) Included in accordance with Regulation S-K Item 601 (b) (11) although not required to be provided by Accounting Principles Board ("APB") Opinion No. 15 because the effect is insignificant. Earnings (loss) per share computed under APB Opinion No. 15 is as set forth on the Consolidated Statement of Operations. -7- 9 ROWAN COMPANIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996 The Company achieved net income of $44.7 million in the first half of 1997 compared to $15.0 million in the same period of 1996. The current period results were after charges of $20 million from concluding the Company's turnkey business and $3.5 million from partially redeeming 11 7/8% Senior Notes. The improved performance primarily resulted from the continued strengthening of offshore drilling day rates. A comparison of the revenues and operating profit (loss) from drilling, manufacturing, aviation and consolidated operations for the first half of 1997 and 1996, respectively, is reflected below (dollars in thousands): Drilling Manufacturing Aviation Consolidated ---------------------- ---------------------- ---------------------- --------------------- 1997 1996 1997 1996 1997 1996 1997 1996 -------- -------- -------- --------- -------- -------- -------- ------- Revenues $192,545 $148,073 $ 71,238 $ 67,667 $ 45,767 $ 48,234 $309,550 $263,974 Percent of Consolidated Revenues 62% 56% 23% 26% 15% 18% 100% 100% Operating Profit(Loss)(1) $ 63,514 $ 27,972 $ 6,817 $ 5,066 $ (3,726) $ (898) $ 66,605 $ 32,140 - ----------------------------------------------------------------------------- (1) Income (loss) from operations before deducting general and administrative expenses. As shown above, the Company's consolidated operating results improved by $34.5 million when comparing the first halves of 1997 and 1996. Day rate drilling revenues increased by $52.7 million or 38% as the Company's offshore fleet achieved 99% utilization during the first half of 1997, compared to 97% in the first half of 1996, and a 39% increase in average day rates between periods. Related expenses increased by only $.6 million, or less than 1%, between periods. First half 1997 results include an approximately $20 million loss from the Company's turnkey division, primarily reflecting the costs incurred on one well where the Company was unable to reach the contract depth due to a series of misfortunes, including underground blow-outs, stuck pipe, lost holes and, finally, an unstable, heaving shale section. In the year-earlier period, the turnkey division generated revenues of $8.2 million and an incremental operating loss of $1.6 million. The Company currently has no turnkey wells in progress nor any plans for additional turnkey work at this time. The improvements between periods in the Company's manufacturing revenues and profitability of 5% and 35%, respectively, primarily reflect efficiencies associated with economies of scale. Since April, the manufacturing division has been awarded three significant marine construction contracts under which the Company will provide, over the next 18 months, vessel design and components (a "LeTourneau kit") for the -8- 10 construction of two new Super 116 Class rigs and vessel design and components needed to upgrade an existing LeTourneau 116-C kit to an enhanced 116-C rig. Manufacturing operations exclude approximately $38 million of products and services provided to the Company's drilling division during the first half of 1997, as compared to $11 million in the first half of 1996. The aviation operating results in both quarters reflect the normal reduced flying activity in Alaska throughout much of the first four months of the year, although the 1997 results were hampered primarily due to higher maintenance costs. Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996 The Company achieved net income of $40.6 million in the second quarter of 1997 compared to $12.7 million in the same period of 1996. The improved performance primarily resulted from the continued strengthening of offshore drilling day rates, in addition to the enhanced contribution of the Company's manufacturing operations. A comparison of the revenues and operating profit from drilling, manufacturing, aviation and consolidated operations for the second quarter of 1997 and 1996, respectively, is reflected below (dollars in thousands): Drilling Manufacturing Aviation Consolidated ---------------------- ---------------------- ---------------------- --------------------- 1997 1996 1997 1996 1997 1996 1997 1996 -------- -------- -------- --------- -------- -------- -------- ------- Revenues $102,942 $ 77,022 $ 34,594 $ 31,719 $ 27,249 $ 28,425 $164,785 $137,166 Percent of Consolidated Revenues 62% 56% 21% 23% 17% 21% 100% 100% Operating Profit $ 47,497 $ 18,420 $ 3,121 $ 2,076 $ 709 $ 1,329 $ 51,327 $ 21,825 As shown above, the Company's consolidated operating results improved by $29.5 million when comparing the second quarters of 1997 and 1996. Day rate drilling revenues increased by $25.9 million or 34% as the Company's offshore fleet achieved 100% utilization during the second quarter of 1997, compared to 98% in the second quarter of 1996, and a 38% increase in average day rates between periods. Related expenses were reduced by $1.9 million, or about 4%, between periods. The improvements between periods in the Company's manufacturing revenues and profitability of 9% and 50%, respectively, primarily reflect efficiencies associated with economies of scale. Since April, the manufacturing division has been awarded three significant marine construction contracts under which the Company will provide, over the next 18 months, LeTourneau kits for the construction of two new Super 116 Class rigs and vessel design and components needed to upgrade an existing LeTourneau 116-C kit to an enhanced 116-C rig. Manufacturing operations exclude approximately $19 million of products and services provided to the Company's drilling division during the second quarter of 1997, as compared to $11 million in the second quarter of 1996. The Company's aviation operations experienced the normal seasonal improvement in flying activity in Alaska during both periods, although the 1997 results were hampered primarily due to higher maintenance costs. -9- 11 Perceptible trends in the offshore drilling markets in which the Company is currently operating and the number of Company-operated rigs in each of those markets are as follows: AREA RIGS PERCEPTIBLE INDUSTRY TRENDS - -------------------- --------------- ---------------------------------------------------------- Gulf of Mexico 15 Continuing high levels of exploration and development activity North Sea 5 Continuing high levels of drilling activity for jack-up rigs Eastern Canada 1 Improving demand Perceptible trends in the aviation markets in which the Company is currently operating and the number of Company-operated aircraft based in each of those markets are as follows: AREA AIRCRAFT (1) PERCEPTIBLE INDUSTRY TRENDS - -------------------- --------------- ----------------------------------------------------- Alaska 72 Normal seasonal improvement Gulf of Mexico 43 Moderately improving market conditions China 2 Generally stable flight support activity North Sea (Dutch) 10 Generally stable flight support activity North Sea (U. K.) 5 Generally stable flight support activity - ------------------------------------------- (1) Includes 15 units which are 49% owned. The drilling and aviation markets in which the Company competes frequently experience significant changes in supply and demand. Offshore drilling utilization and day rates are primarily a function of the demand for drilling services, as measured by the level of exploration and development expenditures, and the supply of capable drilling equipment. These expenditures, in turn, are affected by many factors such as existing and newly discovered oil and natural gas reserves, political and regulatory policies, seasonal weather patterns, contractual requirements under leases or concessions, trends in finding and extraction costs and, probably most influential, oil and natural gas prices. The Company's aviation operations are also affected by such factors, as flying in support of offshore energy operations remains a major source of business and Alaska operations are hampered each winter. The volatile nature of such factors prevents the Company from being able to accurately predict whether existing market conditions or the perceptible market trends reflected in the preceding tables will continue. In response to fluctuating market conditions, the Company can, as it has done in the past, relocate its drilling rigs and aircraft from one geographic area to another, but only when such moves are economically justified. Assuming such conditions and trends prevail, the Company should continue to experience increasing profitability over the remainder of 1997. The Company's manufacturing operations are considerably less volatile than its drilling and aviation operations and, given a current external backlog of about $75 million and barring unforeseen circumstances, should continue to contribute positive operating results throughout the remainder of 1997. -10- 12 LIQUIDITY AND CAPITAL RESOURCES A comparison of key balance sheet figures and ratios as of June 30, 1997 and December 31, 1996 is as follows (dollars in thousands): June 30, December 31, 1997 1996 ---- ---- Cash and cash equivalents $66,510 $97,225 Current assets $306,824 $317,319 Current liabilities $83,907 $85,274 Current ratio 3.66 3.72 Notes payable and current maturities of long-term debt $5,025 $3,932 Long-term debt $253,734 $267,321 Stockholders' equity $545,276 $496,219 Long-term debt/total capitalization .32 .35 Reflected in the comparison above are the effects in the first half of 1997 of net cash provided by operations of $57.8 million, capital expenditures of $77.4 million, proceeds from borrowings of $38.6 million and the redemption of $50 million of 11 7/8% Senior Notes. Capital expenditures during the first half of 1997 were primarily related to construction of Rowan Gorilla V, an enhanced version of the Company's Gorilla Class jack-ups, featuring a combination drilling and production capability, and the world's largest bottom supported mobile offshore drilling unit. The rig is being constructed at the Company's Vicksburg, Mississippi shipyard and should be completed by the third quarter of 1998. The Company is financing up to 87.5% of the estimated $175 million cost of Gorilla V through a 12-year bank loan guaranteed by the Maritime Administration of the U. S. Department of Transportation under its Title XI Program. Following Gorilla V will be Rowan Gorilla VI and Rowan Gorilla VII in 1999 and 2000, respectively, at a combined construction cost of approximately $380 million. The Company intends to pursue outside financing for Gorilla VI and Gorilla VII if necessary, but believes that internally generated working capital may be sufficient to finance construction of both rigs if operating conditions continue to improve as expected. The Company currently has no other available credit facilities. The Company estimates remaining 1997 capital expenditures will be between $85 million and $95 million, including approximately $40-45 million and $25-30 million, respectively, for Gorilla V and Gorilla VI. The Company may also spend amounts to acquire additional aircraft as market conditions justify and to upgrade existing offshore rigs. On April 1, 1997, the Company redeemed $50 million of its 11 7/8% Senior Notes due 2001. The $3.5 million extraordinary charge incurred on the transaction consisted primarily of the 6% redemption premium. The Company intends to refinance the remaining $150 million of outstanding Senior Notes in late 1997 and expects to realize an estimated $7 million extraordinary loss upon such redemption. Based upon current operating levels and the previously discussed market trends, management believes that 1997 operations, together with existing working capital and available financial resources, will generate sufficient cash flow to sustain planned capital expenditures and debt service requirements at least through the remainder of 1997. At June 30, 1997, approximately $90 million of the Company's retained earnings was available for the payment of dividends under the most restrictive provisions of the Company's debt agreements. -11- 13 THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING, WITHOUT LIMITATION, STATEMENTS AS TO THE EXPECTATIONS, BELIEFS AND FUTURE EXPECTED FINANCIAL PERFORMANCE OF THE COMPANY THAT ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO CERTAIN RISKS, TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED BY THE COMPANY. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: o OIL AND NATURAL GAS PRICES o THE LEVEL OF OFFSHORE EXPENDITURES BY ENERGY COMPANIES o THE GENERAL ECONOMY, INCLUDING INFLATION o WEATHER CONDITIONS IN THE COMPANY'S PRINCIPAL OPERATING AREAS o ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS OTHER RELEVANT FACTORS HAVE BEEN DISCLOSED IN THE COMPANY'S FILINGS WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the second quarter of fiscal year 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROWAN COMPANIES, INC. (Registrant) Date: August 14, 1997 /s/ E. E. THIELE -------------------------------- E. E. Thiele Senior Vice President - Finance, Administration and Treasurer (Chief Financial Officer) Date: August 14, 1997 /s/ W. H. WELLS -------------------------------- W. H. Wells Controller (Chief Accounting Officer) -12-