Guarantees of Registered Securities

Rowan plc and its 100%-owned subsidiary, RCI, have entered into agreements providing for, among other things, the full, unconditional and irrevocable guarantee by Rowan plc of the prompt payment, when due, of any amount owed to the holders of RCI's Senior Notes.

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 September 30, 2018. Financial information for the three and nine months ended September 30, 2017, has been recast to reflect changes to the corporate ownership structure that occurred in the fourth quarter of 2017 and second quarter of 2018. The Condensed Consolidating Balance Sheets as of December 31, 2017 have been recast to reflect changes to the corporate ownership structure that occurred in the second quarter of 2018 as if the corporate ownership structure was in place at January 1, 2015. In addition, the Condensed Consolidating Statements of Operations and Condensed Consolidating Statements of Other Comprehensive Income (Loss) for the three and nine months ended September 30, 2017, have been adjusted for the adoption of new accounting standards (see Note 1 for additional information).

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Operations

Three months ended September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
REVENUE	$	—		$	1.7		$	192.9		$	(1.7	)	$	192.9

COSTS AND EXPENSES:
Direct operating costs (excluding items below)	—			—			182.3			—			182.3
Depreciation and amortization	—			—			99.0			—			99.0
Selling, general and administrative	7.6			—			20.7			(1.7		)	26.6
(Gain) loss on disposals of property and equipment	—			(0.7		)	2.2			—			1.5
Total costs and expenses	7.6			(0.7		)	304.2			(1.7		)	309.4

Equity in earnings of unconsolidated subsidiary	—			—			3.1			—			3.1

INCOME (LOSS) FROM OPERATIONS	(7.6		)	2.4			(108.2		)	—			(113.4		)

OTHER INCOME (EXPENSE):
Interest expense	—			(37.3		)	(2.4		)	0.5			(39.2		)
Interest income	—			0.5			8.0			(0.5		)	8.0
Other - net	5.1			(4.5		)	3.4			—			4.0
Total other income (expense), net	5.1			(41.3		)	9.0			—			(27.2		)

LOSS BEFORE INCOME TAXES	(2.5		)	(38.9		)	(99.2		)	—			(140.6		)
Provision (benefit) for income taxes	—			3.8			(0.3		)	—			3.5
Equity in earnings (losses) of subsidiaries, net of tax	(141.6		)	39.3			—			102.3			—

NET LOSS	$	(144.1	)	$	(3.4	)	$	(98.9	)	$	102.3		$	(144.1	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Operations

Three months ended September 30, 2017

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
REVENUE	$	—		$	0.6		$	291.8		$	(0.8	)	$	291.6

COSTS AND EXPENSES:
Direct operating costs (excluding items below)	—			0.4			171.5			(3.2		)	168.7
Depreciation and amortization	—			4.4			99.0			—			103.4
Selling, general and administrative	7.0			0.1			15.4			2.4			24.9
(Gain) loss on disposals of property and equipment	—			(0.1		)	2.9			—			2.8
Total costs and expenses	7.0			4.8			288.8			(0.8		)	299.8

INCOME (LOSS) FROM OPERATIONS	(7.0		)	(4.2		)	3.0			—			(8.2		)

OTHER INCOME (EXPENSE):
Interest expense	—			(38.5		)	(0.1		)	0.1			(38.5		)
Interest income	—			0.9			2.9			(0.1		)	3.7
Loss on extinguishment of debt	—			(0.5		)	—			—			(0.5		)
Other - net	5.1			(5.0		)	0.7			—			0.8
Total other income (expense) - net	5.1			(43.1		)	3.5			—			(34.5		)

INCOME (LOSS) BEFORE INCOME TAXES	(1.9		)	(47.3		)	6.5			—			(42.7		)
Benefit for income taxes	—			(0.6		)	(22.2		)	1.0			(21.8		)
Equity in earnings (losses) of subsidiaries, net of tax	(19.0		)	47.6			—			(28.6		)	—

NET INCOME (LOSS)	$	(20.9	)	$	0.9		$	28.7		$	(29.6	)	$	(20.9	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Operations

Nine months ended September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
REVENUE	$	—		$	3.7		$	645.4		$	(3.7	)	$	645.4

COSTS AND EXPENSES:
Direct operating costs (excluding items below)	—			—			516.0			—			516.0
Depreciation and amortization	—			—			294.3			—			294.3
Selling, general and administrative	20.3			0.5			60.3			(3.7		)	77.4
(Gain) loss on disposals of property and equipment	—			(0.1		)	5.1			—			5.0
Total costs and expenses	20.3			0.4			875.7			(3.7		)	892.7

Equity in earnings of unconsolidated subsidiary	—			—			3.4			—			3.4

INCOME (LOSS) FROM OPERATIONS	(20.3		)	3.3			(226.9		)	—			(243.9		)

OTHER INCOME (EXPENSE):
Interest expense	—			(113.8		)	(4.2		)	1.4			(116.6		)
Interest income	—			2.5			21.5			(1.4		)	22.6
Other - net	15.1			(12.3		)	7.8			—			10.6
Total other income (expense), net	15.1			(123.6		)	25.1			—			(83.4		)

LOSS BEFORE INCOME TAXES	(5.2		)	(120.3		)	(201.8		)	—			(327.3		)
Provision (benefit) for income taxes	—			(3.7		)	9.5			—			5.8
Equity in earnings (losses) of subsidiaries, net of tax	(327.9		)	138.5			—			189.4			—

NET INCOME (LOSS)	$	(333.1	)	$	21.9		$	(211.3	)	$	189.4		$	(333.1	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Operations

Nine months ended September 30, 2017

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
REVENUES	$	—		$	38.2		$	986.6		$	(38.7	)	$	986.1

COSTS AND EXPENSES:
Direct operating costs (excluding items below)	—			1.2			542.2			(34.6		)	508.8
Depreciation and amortization	—			14.4			289.4			0.2			304.0
Selling, general and administrative	18.8			2.0			54.8			(4.3		)	71.3
Loss on disposals of property and equipment	—			1.6			7.7			—			9.3
Total costs and expenses	18.8			19.2			894.1			(38.7		)	893.4

INCOME (LOSS) FROM OPERATIONS	(18.8		)	19.0			92.5			—			92.7

OTHER INCOME (EXPENSE):
Interest expense	—			(117.1		)	(0.3		)	0.4			(117.0		)
Interest income	—			2.6			6.7			(0.4		)	8.9
Gain on extinguishment of debt	—			1.7			—			—			1.7
Other - net	15.4			(14.6		)	2.9			—			3.7
Total other income (expense) - net	15.4			(127.4		)	9.3			—			(102.7		)

INCOME (LOSS) BEFORE INCOME TAXES	(3.4		)	(108.4		)	101.8			—			(10.0		)
Provision (benefit) for income taxes	—			(10.8		)	40.1						29.3
Equity in earnings (losses) of subsidiaries, net of tax	(35.9		)	66.7			—			(30.8		)	—

NET INCOME (LOSS)	$	(39.3	)	$	(30.9	)	$	61.7		$	(30.8	)	$	(39.3	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Comprehensive Loss

Three months ended September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments		Consolidated
NET LOSS	$	(144.1	)	$	(3.4	)	$	(98.9	)	$	102.3	$	(144.1	)

OTHER COMPREHENSIVE LOSS:
Net reclassification adjustment for amounts recognized in net loss as a component of net periodic benefit cost, net of income taxes	(0.7		)	(0.7		)	—			0.7		(0.7		)

COMPREHENSIVE LOSS	$	(144.8	)	$	(4.1	)	$	(98.9	)	$	103.0	$	(144.8	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three months ended September 30, 2017

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)		Non-guarantor subsidiaries		Consolidating adjustments			Consolidated
NET INCOME (LOSS)	$	(20.9	)	$	0.9	$	28.7	$	(29.6	)	$	(20.9	)

OTHER COMPREHENSIVE INCOME:
Net reclassification adjustment for amounts recognized in net income (loss) as a component of net periodic benefit cost, net of income taxes	1.0			1.0		—		(1.0		)	1.0

COMPREHENSIVE INCOME (LOSS)	$	(19.9	)	$	1.9	$	28.7	$	(30.6	)	$	(19.9	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine months ended September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)		Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
NET INCOME (LOSS)	$	(333.1	)	$	21.9	$	(211.3	)	$	189.4		$	(333.1	)

OTHER COMPREHENSIVE INCOME:
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income, net of income taxes	15.9			15.9		—			(15.9		)	15.9
Net reclassification adjustment for amounts recognized in net income (loss) as a component of net periodic benefit cost, net of income taxes	4.0			4.0		—			(4.0		)	4.0

	19.9			19.9		—			(19.9		)	19.9

COMPREHENSIVE INCOME (LOSS)	$	(313.2	)	$	41.8	$	(211.3	)	$	169.5		$	(313.2	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine months ended September 30, 2017

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries		Consolidating adjustments			Consolidated
NET INCOME (LOSS)	$	(39.3	)	$	(30.9	)	$	61.7	$	(30.8	)	$	(39.3	)

OTHER COMPREHENSIVE INCOME:
Net reclassification adjustment for amounts recognized in net income (loss) as a component of net periodic benefit cost, net of income taxes	2.7			2.7			—		(2.7		)	2.7

COMPREHENSIVE INCOME (LOSS)	$	(36.6	)	$	(28.2	)	$	61.7	$	(33.5	)	$	(36.6	)

Rowan Companies plc and Subsidiaries

Condensed Consolidating Balance Sheets

September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)		RCI (Issuer)		Non-guarantor subsidiaries		Consolidating adjustments			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	0.1	$	14.9	$	1,017.4	$	—		$	1,032.4
Receivables - trade and other	—		1.1		280.4		—			281.5
Prepaid expenses and other current assets	0.4		13.6		17.4		—			31.4
Total current assets	0.5		29.6		1,315.2		—			1,345.3

Property and equipment - gross	—		255.4		8,749.6		—			9,005.0
Less accumulated depreciation and amortization	—		136.5		2,430.4		—			2,566.9
Property and equipment - net	—		118.9		6,319.2		—			6,438.1

Investments in consolidated subsidiaries	5,111.6		6,540.1		—		(11,651.7		)	—
Due from affiliates	0.2		748.9		33.2		(782.3		)	—
Long-term note receivable from unconsolidated subsidiary	—		—		269.0		—			269.0
Investment in unconsolidated subsidiary	—		—		34.3		—			34.3
Other assets	—		33.3		11.4		—			44.7
	$	5,112.3	$	7,470.8	$	7,982.3	$	(12,434.0	)	$	8,131.4

CURRENT LIABILITIES:
Current portion of long-term debt	$	—	$	201.1	$	—	$	—		$	201.1
Accounts payable - trade	0.6		15.9		95.7		—			112.2
Deferred revenue	—		—		17.8		—			17.8
Accrued liabilities	—		78.5		43.7		—			122.2
Total current liabilities	0.6		295.5		157.2		—			453.3

Long-term debt	—		2,309.6		—		—			2,309.6
Due to affiliates	18.3		31.7		732.3		(782.3		)	—
Other liabilities	4.6		222.9		41.1		—			268.6
Deferred income taxes - net	—		—		11.1		—			11.1
Shareholders' equity	5,088.8		4,611.1		7,040.6		(11,651.7		)	5,088.8
	$	5,112.3	$	7,470.8	$	7,982.3	$	(12,434.0	)	$	8,131.4

Rowan Companies plc and Subsidiaries

Condensed Consolidating Balance Sheets

December 31, 2017

(In millions)



	Rowan plc (Parent)		RCI (Issuer)		Non-guarantor subsidiaries		Consolidating adjustments			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	0.2	$	206.3	$	1,125.6	$	—		$	1,332.1
Receivables - trade and other	—		1.2		211.6		—			212.8
Prepaid expenses and other current assets	0.3		10.7		4.5		—			15.5
Total current assets	0.5		218.2		1,341.7		—			1,560.4

Property and equipment - gross	—		241.9		8,592.0		—			8,833.9
Less accumulated depreciation and amortization	—		121.4		2,159.8		—			2,281.2
Property and equipment - net	—		120.5		6,432.2		—			6,552.7

Investments in consolidated subsidiaries	5,401.1		6,387.1		—		(11,788.2		)	—
Due from affiliates	0.2		680.0		11.5		(691.7		)	—
Long-term note receivable from unconsolidated subsidiary	—		—		270.2		—			270.2
Investment in unconsolidated subsidiary	—		—		30.9		—			30.9
Other assets	—		36.4		7.7		—			44.1
	$	5,401.8	$	7,442.2	$	8,094.2	$	(12,479.9	)	$	8,458.3

CURRENT LIABILITIES:
Accounts payable - trade	$	0.7	$	12.9	$	83.6	$	—		$	97.2
Deferred revenue	—		—		1.1		—			1.1
Accrued liabilities	—		95.7		63.4		—			159.1
Total current liabilities	0.7		108.6		148.1		—			257.4

Long-term debt	—		2,510.3		—		—			2,510.3
Due to affiliates	11.2		11.4		669.1		(691.7		)	—
Other liabilities	3.8		261.2		28.6		—			293.6
Deferred income taxes - net	—		—		10.9		—			10.9
Shareholders' equity	5,386.1		4,550.7		7,237.5		(11,788.2		)	5,386.1
	$	5,401.8	$	7,442.2	$	8,094.2	$	(12,479.9	)	$	8,458.3

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2018

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(4.7	)	$	(139.4	)	$	31.7		$	—		$	(112.4	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	—			(5.6		)	(111.3		)	—			(116.9		)
Purchase of rigs	—			—			(70.8		)	—			(70.8		)
Proceeds from disposals of property and equipment	—			0.2			7.9			—			8.1
Contributions to consolidated subsidiary for note receivable	—			(1.9		)	—			1.9			—
Investments in consolidated subsidiaries	—			(5.0		)	—			5.0			—
Repayments of note receivable from unconsolidated subsidiary	—			—			2.3			—			2.3

Net cash used in investing activities	—			(12.3		)	(171.9		)	6.9			(177.3		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (to) from affiliates	8.5			(39.7		)	31.2			—			—
Contributions from issuer	—			—			5.0			(5.0		)	—
Proceeds from borrowings	—			—			1.9			(1.9		)	—
Debt issue costs	—			—			(6.1		)	—			(6.1		)
Shares repurchased for tax withholdings on vesting of restricted share units	(3.9		)	—			—			—			(3.9		)

Net cash provided by (used in) financing activities	4.6			(39.7		)	32.0			(6.9		)	(10.0		)

DECREASE IN CASH AND CASH EQUIVALENTS	(0.1		)	(191.4		)	(108.2		)	—			(299.7		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0.2			206.3			1,125.6			—			1,332.1
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	0.1		$	14.9		$	1,017.4		$	—		$	1,032.4

Rowan Companies plc and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2017

(In millions)

(Unaudited)



	Rowan plc (Parent)			RCI (Issuer)			Non-guarantor subsidiaries			Consolidating adjustments			Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(6.1	)	$	22.0		$	240.1		$	(15.0	)	$	241.0

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	—			(17.9		)	(60.7		)	—			(78.6		)
Proceeds from disposals of property and equipment	—			0.9			0.6			—			1.5
Investments in consolidated subsidiaries	—			70.7			—			(70.7		)	—
Investment in unconsolidated subsidiary	—			—			(25.0		)	—			(25.0		)

Net cash provided by (used in) investing activities	—			53.7			(85.1		)	(70.7		)	(102.1		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (to) from affiliates	7.1			(162.2		)	155.1			—			—
Distribution to issuer	—			—			(70.7		)	70.7			—
Reductions of long-term debt	—			(170.0		)	—			—			(170.0		)
Shares repurchased for tax withholdings on vesting of restricted share units	(4.4		)	—			—			—			(4.4		)
Dividends paid	—			—			(15.0		)	15.0			—

Net cash provided by (used in) financing activities	2.7			(332.2		)	69.4			85.7			(174.4		)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(3.4		)	(256.5		)	224.4			—			(35.5		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3.7			532.0			719.8			—			1,255.5
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	0.3		$	275.5		$	944.2		$	—		$	1,220.0