ITEM 1. BUSINESS
Rowan Companies, Inc.(the "Company"), organized in 1947 as a Delaware corporation and a successor to a contract drilling business conducted since 1923 under the name Rowan Drilling Company, Inc., is engaged principally in the contract drilling of oil and gas wells in domestic and foreign areas. As noted below, it also provides aircraft services and, since February, 1994, has operated a mini-steel mill, a heavy equipment manufacturing operation and a marine rig construction yard through the purchase of the net assets of Marathon LeTourneau Company.
Offshore operations of the Company consist primarily of contract drilling services utilizing mobile rigs, principally a fleet of 20 self-elevating drilling platforms ("jack-up rigs"), including three heavy duty cantilever jack-up rigs ("Gorilla Class rigs") delivered in the 1984-86 period. Beginning in 1992, the Company has moved towards Total Project Management, an approach to drilling operations which emphasizes drilling and completing wells on a turnkey basis. In that same year it began providing offshore platform installation and removal services.
The Company provides contract and charter helicopter and fixed-wing aircraft services. In Alaska and in the Gulf of Mexico, services provided are primarily to support oil and gas related operations, with the Company's fleet consisting on March 1, 1994 of 94 helicopters and 15 fixed-wing aircraft. Since 1991, the Company has owned a 49% interest in a Dutch-based joint venture company, KLM ERA Helicopters B.V. ("KLM ERA"), which owns a fleet consisting of 10 helicopters in the Dutch and British sectors of the North Sea and one helicopter in Canada.
On February 11, 1994, the Company purchased through its wholly-owned subsidiary, LeTourneau, Inc., the net assets of Marathon LeTourneau Company for $52.1 million with $10.4 million cash paid at the time of the purchase and the balance being seller-financed by promissory notes bearing interest at 7% and payable at the end of five years. LeTourneau, Inc. operates a mini-steel mill that recycles scrap and produces alloy steel and steel plate; a manufacturing facility that produces heavy equipment for the mining, timber and material handling industries including, among other things, front-end loaders up to 50 ton-capacity and trucks under the registered trademark, Titan, up to 240 ton capacity; and a marine division that has built over one-third of all mobile offshore jack-up drilling rigs, including all 20 operated by Rowan.
Information regarding revenues, operating profit, identifiable assets and export sales of the Company's industry segments and foreign and domestic operations for each of the three years in the period ended December 31, 1993, is incorporated by reference herein and provided in Footnote 10 of the Notes to Consolidated Financial Statements on page 25 of the Company's Annual Report to Stockholders for the fiscal year ended December 31, 1993 ("Annual Report"), incorporated portions of which are filed as Exhibit 13 hereto. Information on the Company's manufacturing segment is not provided since the purchase occurred after year-end 1993.
In the years 1991, 1992 and 1993, the Company had revenues from individual customers representing more than 10% of consolidated revenues as follows: Conoco, Inc. - 23% and 11% for 1991 and 1992, respectively; and Shell Oil Company - 12% for 1991 and Phillips Petroleum Company - 17% for 1993. Such revenues were primarily from drilling operations.
For a discussion of the Company's availability of funds for future operations and estimated capital expenditures for 1994 which would be in addition to the $52.1 million purchase of the net assets of Marathon LeTourneau, see "Liquidity and Capital Resources" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 14 of the Annual Report, which information is incorporated herein by reference.
CONTRACT DRILLING
In 1993, drilling operations generated an operating profit (income from operations before deducting general and administrative expenses) of $19.1 million.
Offshore Operations
At December 31, 1993, the Company's drilling fleet consisted of 20 deep-water jack-up rigs (eight conventional and twelve cantilever, including three Gorilla Class rigs in the latter category), one semi-submersible rig and three submersible barge rigs. The Company owns all of the rigs comprising its fleet except for two cantilever jack-up rigs leased under sale/leaseback arrangements expiring in 1999 and 2000.
Since completing a major drilling rig expansion program conducted in the early to mid-1980s, the Company's capital expenditures have been primarily for improvements to existing drilling rigs and the purchase of aircraft. Adding to these capital expenditures was the November 1991 acquisition of the 49% interest in KLM ERA and the February 1994 purchase of the net assets of Marathon LeTourneau. See ITEM 2.
ITEM 2. PROPERTIES
The Company leases as its corporate headquarters 57,800 square feet of space in an office tower located at 2800 Post Oak Boulevard in Houston, Texas.
DRILLING RIGS
The following is a summary of the principal drilling equipment owned or operated by the Company and in service at March 31, 1994. See "Liquidity and Capital Resources" as appearing in "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 14 in the Annual Report which page is incorporated herein by reference.
OFFSHORE
ITEM 2. PROPERTIES
OFFSHORE(Continued)
ITEM 2. PROPERTIES
(Continued)
______________________
(a) Classes 200-C ("Gorilla"), 116-C, 116, 84 and 52 are nomenclature assigned by LeTourneau, Inc. to jack-ups of its design and construction. (b) Indicates rated water depth in current location and rated drilling depth, respectively. (c) Unit modified to increase operating capability in hostile environments. (d) Gorilla Class unit designed for hostile environment capability. (e) Unit equipped with a "top drive" drilling system. (f) Unit equipped with a "skid base" unit. (g) Unit equipped with drilling/heavy-lift crane option. (h) Unit equipped with leg extensions. (i) Rig sold December 1984 and leased back for 15 years. (j) Rig sold December 1985 and leased back for 15 years. (k) Onshore rigs, including the three used rigs purchased in 1991, were constructed at various dates between 1960 and 1982, utilizing, in some instances, new as well as used equipment. Most of the older rigs have been substantially rebuilt subsequent to their respective dates of construction. (l) Refer to "Contracts" on page 4 of this Form 10-K for definition of types of contracts. (m) Indicates estimated completion date of work to be performed. (n) Currently under tow from Alaska. (o) Rigs currently being shipped to the United States.
The Company's Drilling Division leases and, in some cases, owns various operating and administrative facilities generally consisting of office, maintenance and storage space in the states of Alaska, Texas and Louisiana and, on a foreign basis, in the countries of Canada, Venezuela, England, Scotland, The Netherlands, and Trinidad.
AIRCRAFT
At March 1, 1994 the U.S.-based Company-owned helicopter fleet consisted of 14 twin-engine turbine IFR rated Bell 212 helicopters (14 passenger), 16 twin-engine turbine IFR rated Bell 412 helicopters (14 passenger), 31 twin-engine turbine MBB BO-105CBS helicopters (five passenger), two Aerospatiale 332L Super Puma helicopters (19 passenger) and 31 various single-engine turbine helicopters (four to six passenger). The U.S.-based fixed-wing fleet of Company-owned aircraft consisted of four Convair 580s (44 passenger), nine DeHavilland Twin Otters (9-19 passenger), one DeHavilland Dash 8 (37 passenger), one Lear Jet 35A (six passenger) and one Beechcraft King Air 200C (six passenger).
Helicopters owned by KLM ERA on March 1, 1994 consisted of six twin-engine turbine IFR rated Sikorsky S-61N helicopters (26 passenger) and five twin-engine turbine IFR rated Sikorsky S-76B helicopters (13 passenger).
The Company's principal aircraft bases in Alaska, all located on leased property, are a fixed-wing air service center (57,000 square feet of hangar, repair and office facilities) at Anchorage International Airport, with an adjacent helicopter hangar facility (14,800 square feet) and hangar, office and repair facilities at Fairbanks International Airport (13,000 square feet). The Company also maintains similar, smaller helicopter facilities in Alaska at Deadhorse, Juneau, Valdez and Yakutat.
The Company's principal facilities to accommodate its Gulf of Mexico operations are located on leased property at Lake Charles Regional Airport.The facilities, comprising 53,000 square feet, include helicopter hangars, a repair facility and an operations and administrative building. The Company also operates a helicopter facility (20,700 square feet of hangar, repair and office facilities) located on leased property at the Terrebonne Airport in Houma, Louisiana and a helicopter facility (5,700 square feet of hangar, repair and office facilities) located on leased property in New Iberia, Louisiana.
KLM ERA's principal facilities to accommodate its operations in the Dutch sector of the North Sea include bases in Amsterdam and Den Helder. The Amsterdam facility, comprising 149,000 square feet leased and 17,000 square feet subleased, includes helicopter hangars, a repair facility, an operations/administrative building and a passenger waiting area. The Den Helder facility, comprising 35,000 square feet, includes a helicopter hangar, a repair facility and an operations/administrative building. The Amsterdam operations are scheduled for shutdown and consolidation with the Den Helder operations by the fourth quarter of 1994.
Manufacturing Facilities
LeTourneau's principal manufacturing facility and headquarters are located in Longview, Texas on approximately 2,400 acres with approximately 1.2 million square feet under roof. Included within the facility are: A mini-steel mill having approximately 330,000 square feet of covered work space and housing two 25-ton electric arc furnaces having an aggregate 120,000 tons per year capacity; a fabrication shop having approximately 300,000 square feet of covered work space and housing a 3,000 ton vertical bender for making roll-ups or flattening materials up to 2 1/2 inches thick by 11 feet wide; a machine shop having approximately 140,000 square feel of covered work space and housing various types of machinery; and an assembly shop have approximately 124,000 square feel and housing various types of machinery.
The marine division's facility located in Vicksburg, Mississippi is located on 1,850 acres of land and has approximately 476,000 square feet of covered work space. This facility is currently closed and the businesses formerly carried on at this location have been relocated to the Longview, Texas facility.
The LeTourneau Portland Division's distributor for forest products in the Northwestern United States, is located on a six acre site in Troutdale, Oregon
with approximately 22,000 square feet of building space.
The Western Mining Division of LeTourneau located in Tucson, Arizona is housed in a 20,000 square foot leased facility. It functions as the distributor for LeTourneau's mining equipment products in the Western United States.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved from time to time in litigation arising out of the conduct of the Company's operations and other matters, not all the potential liabilities with respect to which are covered by the terms of the Company's insurance policies. While the Company is unable to predict the ultimate liabilities which may result from such litigation, the Company believes that no such litigation in which the Company was involved as of March 31, 1994 will have a material adverse effect on the financial position or results of operations of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's common stockholders during the fourth quarter of the fiscal year ended December 31, 1993.
ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT
The names, positions, years of accredited service and ages of the officers of the Company and certain officers of the Company's wholly-owned subsidiary, Era Aviation, Inc., as of March 24, 1994 are listed below. Officers of both entities are normally appointed annually by the entities' Board of Directors at the bylaws prescribed meetings held in the spring and serve at the discretion of the Board of Directors. There are no family relationships among these officers, nor any arrangements or understandings between any officer and any other person pursuant to which the officer was selected.
Years of Accredited Name Position Service Age - -------------------- -------------------------------- ---------- ----- Executive Officers of the Registrant:
C. R. Palmer Chairman of the Board, President 34 59 and Chief Executive Officer R. G. Croyle Executive Vice President 20 51 D. F. McNease Senior Vice President, Drilling 19 42 John L. Buvens Vice President, Legal 13 38 James B. Davis Vice President, Engineering 20 43 Paul L. Kelly Vice President, Special Projects 11 54 Bill S. Person Vice President, Industrial Relations 26 45 William C. Provine Vice President, Investor Relations 7 47 E. E. Thiele Vice President, Finance, Adminis- 24 54 tration and Treasurer
Other Officers of the Registrant:
Mark H. Hay Secretary and Assistant Treasurer 15 49 P. G. Wheeler Assistant Treasurer 19 46 Lynda A. Aycock Assistant Treasurer 22 47
Certain Officers of Era Aviation, Inc.:
C. W. Johnson President and Chief Operating Officer 16 50 James Vande Voorde Vice President 20 54
Each of the executive officers and other officers of the Company and the two officers of Era Aviation, Inc. listed above continuously served in the position
shown above for more than the past five years except as noted in the following paragraphs.
Since October 1993, Mr. Croyle's principal occupation has been in the position set forth. For more than five years prior to that time, Mr. Croyle served as Vice President, Legal of the Company.
Since October 1993, Mr. McNease's principal occupation has been in the position set forth. From April 1991 to October 1993, Mr. McNease served as Vice President, Drilling of the Company. For more than five years prior to that time, he served as Vice President of Rowandrill, Inc., a subsidiary of the Company.
Since October 1993, Mr. Buvens' principal occupation has been in the position set forth. For more than five years prior to that time, Mr. Buvens served as an Attorney for the Company.
Since October 1993, Mr. Davis' principal occupation has been in the position set forth. From January 1990 to October 1993, Mr. Davis served as Manager of Engineering/Purchasing & Chief Engineer of the Company. From June 1989 to January 1990, he served as, he served as an Engineer for the Company. For more than five years prior to that time, he served as a Tool Pusher for the Company.
Since October 1993, Mr. Person's principal occupation has been in the position set forth. From April 1990 to October 1993, Mr. Person served as Director of British American Offshore Limited, a subsidiary of the Company. For more than five years prior to that time, he served as Manager of Industrial Relations of the Company.
Since October 1993, Mr. Provine's principal occupation has been in the position set forth. For more than five years prior to that time, Mr. Provine served as Vice President of Rowandrill, Inc., a subsidiary of the Company.
Since January 1994, Mr. Thiele's principal occupation has been in the position set forth. From February 1989 to January 1994, Mr. Thiele served as Vice President, Administration and Finance.
Since October 1993, Ms. Aycock's principal position has been in the position set forth. For more than five years prior to that time, Ms. Aycock served as an Accountant for the Company.
Since December 1993, Mr. Johnson's principal occupation has been in the position set forth. For more than five years prior to that time, Mr. Johnson served as Executive Vice President of Era Aviation, Inc., a subsidiary of the Company.
In addition to serving in the position shown above, Mr. Wheeler has also served as Corporate Tax Director of the Company for more than five years.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required hereunder regarding the Common Stock price range and cash dividend information for 1993 and 1992 and the number of holders of Common Stock is set forth on page 26 of the Company's Annual Report under the title "Common Stock Price Range, Cash Dividends and Stock Splits", and is incorporated herein by reference, except for the final two paragraphs under such title. Also incorporated herein by reference to the Annual Report is the first paragraph in the right hand column appearing on page 14 within "Management's Discussion and Analysis of Financial Condition and Results of Operations", such paragraph providing information pertinent to the Company's ability to pay cash dividends subject to certain restrictions. The Company's Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required hereunder is set forth on pages 10 and 11 of the Company's Annual Report under the title "Twelve Year Financial Review" and is incorporated herein by reference except for the information for the years 1988, 1987, 1986, 1985, 1984, 1983, and 1982.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required hereunder is set forth on pages 12, 13 and 14 under the title "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K on page 21 of this Form 10-K for a listing of financial statements of the registrant and its subsidiaries, all of which financial statements are incorporated by reference under this item.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information provided under the columns entitled Name, Principal Occupation for the Past Five Years, Age and Year First Became Director in the table on pages 5 and 6, in footnotes (1) and (3) on page 6 and in the paragraph following footnote (5) on page 4 of the Proxy Statement for the Company's 1994 Annual Meeting of Stockholders (the "Proxy Statement") is incorporated herein by reference. There are no family relationships among the directors or nominees for directors and the executive officers of the Company, nor any arrangements or understandings between any director or nominee for director and any other person pursuant to which such director or nominee for director was selected. Except as otherwise indicated, each director or nominee for director of the Company has been employed or engaged for the past five years in the principal occupation set forth opposite his name in the information incorporated by reference. See ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT on pages 18 and 19 of this Form 10-K for information relating to executive officers.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The standard arrangement for compensating directors described in footnote (2)
on page 6 of the Proxy Statement and the information appearing under the titles "Summary Compensation Table", "Option Grants in Last Fiscal Year", Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values", "Option Plans", "Convertible Debenture Incentive Plan" and "Pension Plans" on pages 8 through 11 of the Proxy Statement are incorporated herein by reference. In accordance with the instructions to Item 402 of Regulation S-K, the information contained in the Proxy Statement under the titles "Board Compensation Committee Report on Executive Compensation" and "Stockholder Return Performance Presentation" shall not be deemed to be filed as part of this Form 10-K.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information regarding security ownership of certain beneficial owners and management of the Company set forth under the headings "Voting Securities Outstanding" appearing on page 2 and "Security Ownership of Management and Principal Stockholders" appearing on pages 2 through 4 of the Proxy Statement is incorporated herein by reference.
The business address of all directors is the principal executive offices of the Company as set forth on the facing page of this Form 10-K.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain business relationships and transactions between the Company and certain of the directors of the Company under the heading "Certain Transactions" appearing on page 14 of the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following financial statements and independent auditors' report, included in the Annual Report, are incorporated herein by reference:
Page of 1993 Annual Report -------------
Independent Auditors' Report............................. 15 Consolidated Balance Sheet, December 31, 1993 and 1992.............................. 16 Consolidated Statement of Operations for the Years Ended December 31, 1993, 1992 and 1991............ 17 Consolidated Statement of Changes in Stockholders' Equity for the Years Ended December 31, 1993, 1992 and 1991................................................ 18 Consolidated Statement of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991........ 19 Notes to Consolidated Financial Statements............... 20 Selected Quarterly Financial Data (Unaudited) for the Quarters Ended March 31, June 30, September 30 and December 31, 1993 and 1992.......................... 26
2. Financial Statement Schedules Page of This Report -----------
Independent Auditors' Report.............................. 27 V - Property and Equipment for the Years Ended December 31, 1993, 1992 and 1991.................... 28 VI - Accumulated Depreciation and Amortization
of Property and Equipment for the Years Ended December 31, 1993, 1992 and 1991.............. 30 IX - Short-Term Borrowings for the Years Ended December 31, 1993, 1992 and 1991.................... 31
Financial Statement Schedules I, II, III, IV, VII, VIII, X, XI, XII, XIII and XIV have been omitted as not required, not significant or because the required information is shown in Notes to the Consolidated Financial Statements of the Company's Annual Report.
3. Exhibits:
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Securities and Exchange Commission, each of the following exhibits is filed herewith:
3a Restated Certificate of Incorporation of the Company, dated February 17, 1984, incorporated by reference to: Exhibit 3a to the Company's Form 10-K for the fiscal year ended December 31, 1983 (File No. 1-5491); Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-13544); and Exhibits 4a, 4b, 4c and 4d below.
3b Bylaws of the Company amended as of April 23, 1993, incorporated by reference to Exhibit 3 to the Company's Form 10Q for the quarter ended March 31, 1993 (File No. 1-5491).
4a Certificate of Designation of the Company's $2.125 Convertible Exchangeable Preferred Stock incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-6476).
4b Certificate of Designation of the Company's Series I Preferred Stock incorporated by reference to Exhibit 4b to the Company's Form 10-K for the fiscal year ended December 31, 1986 (File No.1-5491).
4c Certificate of Designation of the Company's Series II Preferred Stock incorporated by reference to Exhibit 4c to the Company's Form 10-K for the fiscal year ended December 31, 1987 (File No.1-5491).
4d Certificate of Designation of the Company's Series A Junior Preferred Stock dated March 2, 1992 incorporated by reference to Exhibit 4d to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
4e Rights Agreement dated as of February 25, 1992 between the Company and Citibank, N.A. as Rights Agent incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated March 2, 1992 (File No. 1-5491).
4f Indenture dated December 1, 1991 between the Company and Bankers Trust Company, as Trustee, relating to the Company's 11-7/8% Senior Notes due 2001 incorporated by reference to Exhibit 28.1 to the Company's Current Report on Form 8-K dated December 12, 1991 (File No. 1-5491).
4g Specimen Common Stock certificate, incorporated by reference to Exhibit 4g to the Company's Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-5491).
10a 1980 Nonqualified Stock Option Plan of the Company together with form of Stock Option Agreement related thereto incorporated by reference to Exhibit 5.10 to the Company's Registration Statement on Form S-7 (Registration No. 2-68622).
10b 1988 Nonqualified Stock Option Plan of the Company as amended together
with form of Stock Option Agreement related thereto incorporated by reference to Exhibit 10b of the Company's Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-5491).
10c Amendment No. 1 dated October 25, 1990, to all then outstanding Stock Option Agreements related to the 1980 Nonqualified Stock Option Plan of the Company incorporated by reference to Exhibit 10c to the Company's Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-5491).
10d Amendment No. 2 dated May 23, 1991, to all then outstanding Stock Option Agreements related to the 1980 Nonqualified Stock Option Plan of the Company incorporated by reference to Exhibit 10d to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
10e Amendment No. 1 dated October 25, 1990, to all then outstanding Stock Option Agreements related to the 1988 Nonqualified Stock Option Plan of the Company incorporated by reference to Exhibit 10d to the Company's Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-5491).
10f Amendment No. 2 dated May 23, 1991, to all then outstanding Stock Option Agreements related to the 1988 Nonqualified Stock Option Plan of the Company incorporated by reference to Exhibit 10f to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
10g 1986 Convertible Debenture Incentive Plan of the Company incorporated by reference to Exhibit 10b to the Company's Form 10-K for the fiscal year ended December 31, 1986 (File No.1-5491).
10h Pension Restoration Plan of the Company incorporated by reference to Exhibit 10h to the Company's Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-5491).
10i Credit Agreement dated September 22, 1986 (including amendatory letter dated March 25, 1987) and First Preferred Ship Mortgage dated November 7, 1986 between the Company and Marathon LeTourneau Company incorporated by reference to Exhibit 10c to the Company's Form 10-K for the fiscal year ended December 31, 1986 and amendatory letter dated February 21, 1992 incorporated by reference to Exhibit 10h to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
10j Participation Agreement dated December 1, 1984 between the Company and Textron Financial Corporation et al. and Bareboat Charter dated December 1, 1984 between the Company and Textron Financial Corporation et al. incorporated by reference to Exhibit 10c to the Company's Form 10-K for the fiscal year ended December 31, 1985 (File No. 1-5491).
10k Participation Agreement dated December 1, 1985 between the Company and Eaton Leasing Corporation et. al. and Bareboat Charter dated December 1, 1985 between the Company and Eaton Leasing Corporation et. al. incorporated by reference to Exhibit 10d to the Company's Form 10-K for the fiscal year ended December 31, 1985 (File No.1-5491).
10l Corporate Continuing Guaranty dated December 31, 1986 between Shearson Lehman Brothers Holdings Inc. and the Company incorporated by reference to Exhibit 10h to the Company's Form 10-K for the fiscal year ended December 31, 1986 (File No.1-5491).
10m Corporate Continuing Guaranty dated September 10, 1987 between Shearson Lehman Brothers Holdings Inc. and the Company incorporated by reference to Exhibit 10i to the Company's Form 10-K for the fiscal year ended December 31, 1987 (File No.1-5491).
10n Cross-Border Corporate Continuing Guaranty dated May 29, 1991 between Citicorp and the Company's wholly-owned subsidiary, Rowan International,
Inc. incorporated by reference to Exhibit 10o to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
10o Consulting Agreement dated March 1, 1991 between the Company and C. W. Yeargain incorporated by reference to Exhibit 10K to the Company's Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-5491).
10p Acquisition Agreement dated as of November 7, 1991, among KLM Royal Dutch Airlines, Blue Yonder I B.V., KLM Helikopters B.V. and Rowan Aviation (Netherlands) B.V. incorporated by reference to Exhibit 28.1 to the Company's Current Report on Form 8-K dated November 7, 1991 (File No. 1-5491).
10q Business Loan Agreement dated January 27, 1993 between Key Bank of Alaska and the Company's wholly-owned subsidiary, Era Aviation, Inc. incorporated by reference to Exhibit 10s to the Company's Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-5491).
10r Asset Purchase Agreement dated as of November 12, 1993, among Rowan Companies, Inc., Rowan Equipment, Inc., General Cable Corporation, Marathon LeTourneau Company, Marathon LeTourneau Sales & Service Company and Marathon LeTourneau Australia Pty. Ltd. incorporated by reference to the Company's Current Report on Form 8-K dated February 11, 1994 (File No. 1-5491).
11 Computation of Primary and Fully Diluted Earnings (Loss) Per Share for the years ended December 31, 1993, 1992 and 1991 appearing on page 32 in this Form 10-K.
*13 Annual Report to Stockholders for fiscal year ended December 31, 1993.
21 Subsidiaries of the Registrant as of March 31, 1994.
23 Independent Auditors' Consent.
24 Powers of Attorney pursuant to which names were affixed to this Form 10-K for the fiscal year ended December 31, 1993.
The Company agrees to furnish to the Commission upon request a copy of all instruments defining the rights of holders of long-term debt of the Company and its subsidiaries. ________________________________
* Only portions specifically incorporated herein are deemed to be filed.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Compensatory plans in which directors and executive officers of the Company participate are listed as follows:
. 1980 Nonqualified Stock Option Plan of the Company together with form of Stock Option Agreement related thereto incorporated by reference to Exhibit 5.10 to the Company's Registration Statement on Form S-7 (Registration No. 2-68622); Amendment No. 1 dated October 25, 1990, to all then outstanding Stock Option Agreements related to such Plan incorporated by reference to Exhibit 10c to the Company's Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-5491); and Amendment No. 2 dated May 23, 1991, to all then outstanding Stock Option Agreements related to such Plan incorporated by reference to Exhibit 10d to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
. 1988 Nonqualified Stock Option Plan of the Company as amended together with form of Stock Option Agreement related thereto incorporated by reference to Exhibit 10b to the Company's Form 10-K for the fiscal year ended December 31,
1992 (File No. 1-5491; Amendment No. 1 dated October 25, 1990, to all then outstanding Stock Option Agreements related to such Plan incorporated by reference to Exhibit 10d to the Company's Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-5491); and Amendment No. 2 dated May 23, 1991, to all then outstanding Stock Option Agreements related to such Plan incorporated by reference to Exhibit 10f to the Company's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-5491).
. 1986 Convertible Debenture Incentive Plan of the Company incorporated by reference to Exhibit 10b to the Company's Form 10-K for the fiscal year ended December 31, 1986 (File No. 1-5491).
. Pension Restoration Plan of the Company incorporated by reference to Exhibit 10h to the Company's Form 10-K for the fiscal year ended December 31, 1992 (File 1-5491).
(b) Reports on Form 8-K:
. No reports on Form 8-K were filed by the Registrant during the fourth quarter of fiscal year 1993.
. Subsequent to December 31, 1993, the Company filed a Current Report on Form 8-K as follows:
A report dated February 21, 1994 under ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS in which the Company reported the acquisition of substantially all of the assets, and assumption of certain related liabilities, of Marathon LeTourneau Company and two of its subsidiaries. Marathon LeTourneau is a wholly-owned subsidiary of General Cable Corporation. Filed by amendment on Form 8-K/A dated March 31, 1994 were related financial statements of the Company on a pro forma basis and financial statements of Marathon LeTourneau Company on a historical basis.
For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant Registration Statements on Form S-8 Nos. 2-67866 (filed May 22, 1980), 2-58700, as amended by Post-Effective Amendment No. 4 (June 11, 1980), 33-33755, as amended by Amendment No. 1 (filed March 29, 1990), 33-61444 (filed April 23, 1993), 33-51103 (filed November 18, 1993) 33-51105 (filed November 18, 1993) and 33-51109 (filed November 18, 1993):
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: C. R. PALMER (C. R. Palmer, Chairman of the Board, President and Chief Executive Officer)
Date: March 31, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature Title Date
C. R. PALMER Chairman of the Board, President March 31, 1994 (C. R. Palmer) and Chief Executive Officer
E. E. THIELE Principal Financial Officer and March 31, 1994 (E. E. Thiele) Principal Accounting Officer
Director - ------------------------ (Ralph E. Bailey)
* HENRY O. BOSWELL Director March 31, 1994 (Henry O. Boswell)
* H. E. LENTZ Director March 31, 1994 (H. E. Lentz)
* WILFRED P. SCHMOE Director March 31, 1994 (Wilfred P. Schmoe)
* CHARLES P. SIESS, JR. Director March 31, 1994 (Charles P. Siess, Jr.)
* PETER SIMONIS Director March 31, 1994 (Peter Simonis)
* C. W. YEARGAIN Director March 31, 1994 (C. W. Yeargain)
* BY C. R. PALMER March 31, 1994 (C. R. Palmer, Attorney-in-fact)
INDEPENDENT AUDITORS' REPORT
Rowan Companies, Inc. and Subsidiaries:
We have audited the consolidated financial statements of Rowan Companies, Inc. and Subsidiaries as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, and have issued our report thereon dated March 7, 1994; such financial statements and report are included in your 1993 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Rowan Companies, Inc. and Subsidiaries, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion,such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE DELOITTE & TOUCHE
Houston, Texas March 7, 1994
ROWAN COMPANIES, INC. AND SUBSIDIARIES SCHEDULE V PROPERTY AND EQUIPMENT (In Thousands)
ROWAN COMPANIES, INC. AND SUBSIDIARIES SCHEDULE V PROPERTY AND EQUIPMENT (In Thousands)
SCHEDULE VI ROWAN COMPANIES, INC. AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY AND EQUIPMENT (In Thousands)
SCHEDULE IX
ROWAN COMPANIES, INC. AND SUBSIDIARIES SHORT-TERM BORROWINGS (In thousands)
(A) The only borrowing during the period was for $10,000,000. The proceeds were received on March 31, 1993, and the loan was repaid on June 18, 1993. The borrowing carried a weighted average interest rate of 4.67%.
(B) The only borrowing during the period was for $15,000,000. The proceeds were received on November 27, 1991, and the loan was repaid on December 17, 1991. The borrowing carried a fixed interest rate of 6.31%.
EXHIBIT 11
ROWAN COMPANIES, INC. AND SUBSIDIARIES COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSS) PER SHARE (in thousands except per share amounts)
Note: Reference is made to Note 1 to Consolidated Financial Statements regarding computation of per share amounts.
(A) Included in accordance with Regulation S-K Item 601 (b)(11) although not required to be provided for by Accounting Principles Board Opinion No. 15 because the effect is insignificant.
(B) This calculation is submitted in accordance with regulation S-K Item 601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an antidilutive result.
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(1) Incorporated herein by reference to another filing of the Company with the Securities and Exchange Commission as indicated.
(2) Included herein.
(3) Included in Form 10-K on page 32.
(4) Included herein. See Item 1, Items 5-8 and Subpart (a)1. of ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K on page 20 and page 21, respectively, on Form 10-K for specific portions incorporated herein by reference.