UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May 16, 2012
ROWAN COMPANIES plc
(Exact name of registrant as specified in its
charter)
Commission File Number: 1-5491
| England and
Wales |
98-1023315
|
| (State or other
jurisdiction of incorporation) |
(IRS Employer
Identification No.) |
2800 Post Oak Boulevard, Suite 5450
Houston, Texas 77056-6189
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area
code: (713) 621-7800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Information
Rowan Companies
plc (the “Company”) is filing this Current Report on Form 8-K in connection with the filing with the Securities and Exchange Commission (“SEC”) of a shelf registration statement relating to securities that may be
offered from time to time by the Company or Rowan Companies, Inc. ("Rowan Delaware”), for the purpose of adding Note 16 to Rowan Delaware’s audited consolidated financial statements included in Part II, Item 8 of Rowan
Delaware’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 28, 2012, as amended, (the “2011 Annual Report”).
The Company is providing the additional note to the financial statements to
provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X because the debt securities offered by the Company or Rowan Delaware may be fully and unconditionally guaranteed by the Company or certain of its
wholly owned subsidiaries, including Rowan Delaware. To reflect the addition of Note 16 to the financial statements, Part II, Item 8 of the 2011 Annual Report is being amended in its entirety and is attached as Exhibit 99 hereto and
incorporated by reference.
Because this Current Report is being filed only for the purpose described above and only affects the Item specified above, the other information contained in the 2011 Annual
Report remains unchanged. No attempt has been made in this Current Report nor in Exhibit 99 to modify or update disclosures in the 2011 Annual Report, except with respect to the addition of Note 16 described above.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit Number |
Description |
| 23 |
Consent of Independent Registered Public
Accounting Firm. |
| 99 |
Update to the Annual Report on Form 10-K
for the year ended December 31, 2011 of Rowan Companies, Inc, as amended. |
| 101.INS |
XBRL Instance Document. |
| 101.SCH |
XBRL Taxonomy Extension Schema
Document. |
| 101.CAL |
XBRL Taxonomy Extension Calculation
Linkbase Document. |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase
Document. |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase
Document. |
| 101.PRE |
XBRL Taxonomy Extension Presentation
Linkbase Document. |
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 hereunto duly authorized.
Rowan Companies plc
By: __/s/ William H. Wells__________
William H. Wells
Senior Vice President – CFO and
Treasurer
(Principal Financial Officer)
Dated: May 16, 2012
| Exhibit Number |
Description |
| 23 |
Consent of Independent Registered Public
Accounting Firm. |
| 99 |
Update to the Annual Report on Form 10-K
for the year ended December 31, 2011 of Rowan Companies, Inc, as amended. |
| 101.INS |
XBRL Instance Document. |
| 101.SCH |
XBRL Taxonomy Extension Schema
Document. |
| 101.CAL |
XBRL Taxonomy Extension Calculation
Linkbase Document. |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase
Document. |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase
Document. |
| 101.PRE |
XBRL Taxonomy Extension Presentation
Linkbase Document. |