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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ensco Plc New | NYSE:ESV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.27 | 0 | 01:00:00 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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Commission File Number 1-8097
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Ensco plc
(Exact name of registrant as specified in its charter)
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England and Wales
(State or other jurisdiction of
incorporation or organization)
6 Chesterfield Gardens
London, England
(Address of principal executive offices)
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98-0635229
(I.R.S. Employer
Identification No.)
W1J5BQ
(Zip Code)
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Registrant's telephone number, including area code:
+44 (0) 20 7659 4660
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Class A Ordinary Shares, U.S. $0.10 par value
4.50% Senior Notes due 2024
5.75% Senior Notes due 2044
5.20% Senior Notes due 2025
4.70% Senior Notes due 2021
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Name of each exchange on which registered
New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-Accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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TABLE OF CONTENTS
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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SIGNATURES
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•
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changes in future levels of drilling activity and expenditures by our customers, whether as a result of global capital markets and liquidity, prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs;
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•
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changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs;
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•
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downtime and other risks associated with offshore rig operations, including rig or equipment failure, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling limitations and other delays due to severe storms and hurricanes and the limited availability or high cost of insurance coverage for certain offshore perils, such as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris;
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•
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governmental action, terrorism, piracy, military action and political and economic uncertainties, including uncertainty or instability resulting from civil unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East, North Africa, West Africa or other geographic areas, which may result in expropriation, nationalization, confiscation or deprivation of our assets or suspension and/or termination of contracts based on force majeure events;
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•
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risks inherent to shipyard rig construction, repair, modification or upgrades, unexpected delays in equipment delivery, engineering, design or commissioning issues following delivery, or changes in the commencement, completion or service dates;
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•
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possible cancellation, suspension, renegotiation or termination (with or without cause) of drilling contracts as a result of general and industry-specific economic conditions, mechanical difficulties, performance or other reasons;
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•
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our ability to enter into, and the terms of, future drilling contracts, including contracts for our newbuild units, for rigs currently idled and for rigs whose contracts are expiring;
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•
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the outcome of litigation, legal proceedings, investigations or other claims or contract disputes, including any inability to collect receivables or resolve significant contractual or day rate disputes, any renegotiation, nullification, cancellation or breach of contracts with customers or other parties and any failure to execute definitive contracts following announcements of letters of intent;
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•
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governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations (such as the Gulf of Mexico during hurricane season);
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•
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new and future regulatory, legislative or permitting requirements, future lease sales, changes in laws, rules and regulations that have or may impose increased financial responsibility, additional oil spill abatement contingency plan capability requirements and other governmental actions that may result in claims of force majeure or otherwise adversely affect our existing drilling contracts, operations or financial results;
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•
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our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, unionization or otherwise;
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•
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environmental or other liabilities, risks, damages or losses, whether related to storms or hurricanes (including wreckage or debris removal), collisions, groundings, blowouts, fires, explosions, other accidents, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable;
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•
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our ability to obtain financing and pursue other business opportunities may be limited by our debt levels, debt agreement restrictions and the credit ratings assigned to our debt by independent credit rating agencies;
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•
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tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes;
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•
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delays in contract commencement dates or the cancellation of drilling programs by operators;
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•
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adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of our derivative instruments; and
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•
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potential long-lived asset impairments.
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•
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contract duration or term for a specific period of time or a period necessary to drill one or more wells,
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•
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term extension options in favor of our customer, exercisable upon advance notice to us, at mutually agreed, indexed, fixed rates or current rate at the date of extension,
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•
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provisions permitting early termination of the contract (i) if the rig is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of major rig equipment, unsatisfactory performance, or "force majeure" events or (iii) at the convenience (without cause) of the customer (in certain cases obligating the customer to pay us an early termination fee providing some level of compensation to us for the remaining term),
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•
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payment of compensation to us (generally in U.S. dollars although some contracts require a portion of the compensation to be paid in local currency) on a "day work" basis such that we receive a fixed amount for each day ("day rate") that the drilling unit is operating under contract (lower rates, shorter periods that a rate is payable or no payments ("zero rate") generally apply during periods operations are suspended due to events beyond our reasonable control, equipment breakdown and repair, negligence or unsatisfactory performance or other specified conditions or during periods of re-drilling damaged portions of the well),
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•
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payment by us of the operating expenses of the drilling unit, including crew labor and incidental rig supply and maintenance costs,
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•
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mobilization and demobilization requirements of us to move the drilling unit to and from the planned drilling site, and such terms may include reimbursement of these costs by the customer in the form of up-front payment, additional day rate over the contract term, or direct reimbursement, and
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•
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provisions allowing us to recover certain labor and other operating cost increases, including certain cost increases due to changes in applicable law, from our customers through day rate adjustment or direct reimbursement.
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2016
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2015
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||||
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||||
Floaters
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$
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2,154.9
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$
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3,919.5
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Jackups
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1,185.0
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1,751.7
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Other
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281.4
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86.2
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Total
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$
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3,621.3
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$
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5,757.4
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2017
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2018
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2019
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2020
and Beyond |
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Total
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||||||||||
Floaters
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$
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968.7
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$
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562.0
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$
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416.8
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$
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207.4
|
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$
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2,154.9
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Jackups
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544.2
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362.9
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103.2
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174.7
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1,185.0
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|||||
Other
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55.7
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55.8
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55.8
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114.1
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281.4
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|||||
Total
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$
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1,568.6
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$
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980.7
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$
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575.8
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$
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496.2
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$
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3,621.3
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•
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terrorist acts, war and civil disturbances,
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•
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expropriation, nationalization, deprivation or confiscation of our equipment,
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•
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expropriation or nationalization of a customer's property or drilling rights,
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•
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repudiation or nationalization of contracts,
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•
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assaults on property or personnel,
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•
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piracy, kidnapping and extortion demands,
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•
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significant governmental influence over many aspects of local economies and customers,
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•
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unexpected changes in law and regulatory requirements, including changes in interpretation or enforcement of existing laws,
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•
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work stoppages, often due to strikes over which we have little or no control,
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•
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complications associated with repairing and replacing equipment in remote locations,
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•
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limitations on insurance coverage, such as war risk coverage, in certain areas,
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•
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imposition of trade barriers,
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•
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wage and price controls,
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•
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import-export quotas,
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•
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exchange restrictions,
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•
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currency fluctuations,
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•
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changes in monetary policies,
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•
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uncertainty or instability resulting from hostilities or other crises in the Middle East, West Africa, Latin America or other geographic areas in which we operate,
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•
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changes in the manner or rate of taxation,
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•
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limitations on our ability to recover amounts due,
|
•
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increased risk of government and vendor/supplier corruption,
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•
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increased local content requirements,
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•
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the occurrence or threat of epidemic or pandemic diseases or any government response to such occurrence or threat;
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•
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changes in political conditions, and
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•
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other forms of government regulation and economic conditions that are beyond our control.
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Name
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Age
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Position
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Carl G. Trowell
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48
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President and Chief Executive Officer
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P. Carey Lowe
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58
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Executive Vice President - Chief Operating Officer
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Jonathan Baksht
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41
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Senior Vice President and Chief Financial Officer
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Steven J. Brady
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57
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Senior Vice President - Eastern Hemisphere
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John S. Knowlton
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57
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Senior Vice President - Technical
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Gilles Luca
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45
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Senior Vice President - Western Hemisphere
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Michael T. McGuinty
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54
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Senior Vice President - General Counsel and Secretary
|
•
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regional and global economic conditions and changes therein,
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•
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oil and natural gas supply and demand,
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•
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expectations regarding future energy prices,
|
•
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the ability of the Organization of Petroleum Exporting Countries ("OPEC") to come to agreements to set and maintain production levels and pricing and to implement such agreements,
|
•
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capital allocation decisions by our customers, including the relative economics of offshore development versus onshore prospects,
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•
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the level of production by non-OPEC countries,
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•
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U.S. and non-U.S. tax policy,
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•
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advances in exploration and development technology,
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•
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costs associated with exploring for, developing, producing and delivering oil and natural gas,
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•
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rate of discovery of new oil and gas reserves and the rate of decline of existing oil and gas reserves,
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•
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laws and government regulations that limit, restrict or prohibit exploration and development of oil and natural gas in various jurisdictions, or materially increase the cost of such exploration and development,
|
•
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the development and exploitation of alternative fuels,
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•
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disruption to exploration and development activities due to hurricanes and other severe weather conditions and the risk thereof,
|
•
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natural disasters or incidents resulting from operating hazards inherent in offshore drilling, such as oil spills, and
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•
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the worldwide military or political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East or geographic areas in which we operate, or acts of terrorism.
|
•
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the early termination, repudiation or renegotiation of contracts,
|
•
|
breakdowns of equipment,
|
•
|
work stoppages, including labor strikes,
|
•
|
shortages of material and skilled labor,
|
•
|
surveys by government and maritime authorities,
|
•
|
periodic classification surveys,
|
•
|
severe weather, strong ocean currents or harsh operating conditions,
|
•
|
the occurrence or threat of epidemic or pandemic diseases or any government response to such occurrence or threat, and
|
•
|
force majeure events.
|
•
|
terrorist acts, war and civil disturbances,
|
•
|
expropriation, nationalization, deprivation or confiscation of our equipment,
|
•
|
expropriation or nationalization of a customer's property or drilling rights,
|
•
|
repudiation or nationalization of contracts,
|
•
|
assaults on property or personnel,
|
•
|
piracy, kidnapping and extortion demands,
|
•
|
significant governmental influence over many aspects of local economies and customers,
|
•
|
unexpected changes in law and regulatory requirements, including changes in interpretation or enforcement of existing laws,
|
•
|
work stoppages, often due to strikes over which we have little or no control,
|
•
|
complications associated with repairing and replacing equipment in remote locations,
|
•
|
limitations on insurance coverage, such as war risk coverage, in certain areas,
|
•
|
imposition of trade barriers,
|
•
|
wage and price controls,
|
•
|
import-export quotas,
|
•
|
exchange restrictions,
|
•
|
currency fluctuations,
|
•
|
changes in monetary policies,
|
•
|
uncertainty or instability resulting from hostilities or other crises in the Middle East, West Africa, Latin America or other geographic areas in which we operate,
|
•
|
changes in the manner or rate of taxation,
|
•
|
limitations on our ability to recover amounts due,
|
•
|
increased risk of government and vendor/supplier corruption,
|
•
|
increased local content requirements,
|
•
|
the occurrence or threat of epidemic or pandemic diseases or any government response to such occurrence or threat,
|
•
|
changes in political conditions, and
|
•
|
other forms of government regulation and economic conditions that are beyond our control.
|
•
|
failure of third-party equipment to meet quality and/or performance standards,
|
•
|
delays in equipment deliveries or shipyard construction,
|
•
|
shortages of materials or skilled labor,
|
•
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damage to shipyard facilities or construction work in progress, including damage resulting from fire, explosion, flooding, severe weather, terrorism, war or other armed hostilities,
|
•
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unforeseen design or engineering problems, including those relating to the commissioning of newly designed equipment,
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•
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unanticipated actual or purported change orders,
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•
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strikes, labor disputes or work stoppages,
|
•
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financial or operating difficulties of equipment vendors or the shipyard while constructing, enhancing, upgrading, improving or repairing a rig or rigs,
|
•
|
unanticipated cost increases,
|
•
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foreign currency exchange rate fluctuations impacting overall cost,
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•
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inability to obtain the requisite permits or approvals,
|
•
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client acceptance delays,
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•
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disputes with shipyards and suppliers,
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•
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latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions,
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•
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claims of force majeure events, and
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•
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additional risks inherent to shipyard projects in a non-U.S. location.
|
•
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a portion of our cash flows from operations will be dedicated to the payment of principal and interest,
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•
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covenants contained in our debt arrangements require us to meet certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our business and may limit our ability to dispose of assets or place restrictions on the use of proceeds from such dispositions, withstand current or future economic or industry downturns and compete with others in our industry for strategic opportunities, and
|
•
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our ability to obtain additional financing to fund working capital requirements, capital expenditures, acquisitions, dividend payments and general corporate or other cash requirements may be limited.
|
•
|
offshore drilling technology,
|
•
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the cost of labor and materials,
|
•
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customer requirements,
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•
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fleet size,
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•
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the cost of replacement parts for existing drilling rigs,
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•
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the geographic location of the drilling rigs,
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•
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length of drilling contracts,
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•
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governmental regulations and maritime self-regulatory organization and technical standards relating to safety, security or the environment, and
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•
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industry standards.
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Rig Name
|
Rig Type
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|
Year Built/
Rebuilt
|
|
Design
|
|
Maximum
Water Depth/
Drilling Depth
|
|
Location
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Status
|
Floaters
|
|
|
|
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|
|
|
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|
ENSCO DS-3
|
Drillship
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|
2010
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Spain
|
Preservation stacked
(1)
|
ENSCO DS-4
|
Drillship
|
|
2010
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Spain
|
Preservation stacked
(1)
|
ENSCO DS-5
|
Drillship
|
|
2011
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Spain
|
Preservation stacked
(1)
|
ENSCO DS-6
|
Drillship
|
|
2012
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Egypt
|
Under contract
|
ENSCO DS-7
|
Drillship
|
|
2013
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Spain
|
Available
|
ENSCO DS-8
|
Drillship
|
|
2015
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Angola
|
Under contract
|
ENSCO DS-9
|
Drillship
|
|
2015
|
|
Dynamically Positioned
|
|
10,000'/40,000'
|
|
Singapore
|
Available
|
ENSCO DS-10
|
Drillship
|
|
2019
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|
Dynamically Positioned
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|
10,000'/40,000'
|
|
South Korea
|
Under construction
(2)
|
ENSCO 5004
|
Semisubmersible
|
|
1982/2001/2014
|
|
F&G Enhanced Pacesetter
|
|
1,500'/25,000'
|
|
Mediterranean
|
Under contract
|
ENSCO 5005
|
Semisubmersible
|
|
1982/2014
|
|
F&G Enhanced Pacesetter
|
|
1,500'/25,000'
|
|
Singapore
|
Preservation stacked
(1)
|
ENSCO 5006
|
Semisubmersible
|
|
1999/2014
|
|
Bingo 8000
|
|
7,000'/25,000'
|
|
Australia
|
Under contract
|
ENSCO 6001
|
Semisubmersible
|
|
2000/2010/2014
|
|
Megathyst
|
|
5,600'/25,000'
|
|
Brazil
|
Under contract
|
ENSCO 6002
|
Semisubmersible
|
|
2001/2009/2015
|
|
Megathyst
|
|
5,600'/25,000'
|
|
Brazil
|
Under contract
|
ENSCO 7500
|
Semisubmersible
|
|
2000
|
|
Dynamically Positioned
|
|
8,000'/30,000'
|
|
Spain
|
Cold stacked
|
ENSCO 8500
|
Semisubmersible
|
|
2008
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Preservation stacked
(1)
|
ENSCO 8501
|
Semisubmersible
|
|
2009
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Preservation stacked
(1)
|
ENSCO 8502
|
Semisubmersible
|
|
2010/2012
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Preservation stacked
(1)
|
ENSCO 8503
|
Semisubmersible
|
|
2010
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Under contract
|
ENSCO 8504
|
Semisubmersible
|
|
2011
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Singapore
|
Available
|
ENSCO 8505
|
Semisubmersible
|
|
2012
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Under contract
|
ENSCO 8506
|
Semisubmersible
|
|
2012
|
|
Dynamically Positioned
|
|
8,500'/35,000'
|
|
Gulf of Mexico
|
Preservation stacked
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Jackups
|
|
|
|
|
|
|
|
|
|
|
ENSCO 52
|
Jackup
|
|
1983/1997/2013
|
|
F&G L-780 MOD II-C
|
|
300'/25,000'
|
|
Malaysia
|
Under contract
|
ENSCO 54
|
Jackup
|
|
1982/1997/2014
|
|
F&G L-780 MOD II-C
|
|
300'/25,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 56
|
Jackup
|
|
1982/1997
|
|
F&G L-780 MOD II-C
|
|
300'/25,000'
|
|
Malaysia
|
Cold stacked
|
ENSCO 67
|
Jackup
|
|
1976/2005
|
|
MLT 84-CE
|
|
400'/30,000'
|
|
Indonesia
|
Under contract
|
ENSCO 68
|
Jackup
|
|
1976/2004
|
|
MLT 84-CE
|
|
400'/30,000'
|
|
Gulf of Mexico
|
Under contract
|
ENSCO 70
|
Jackup
|
|
1981/1996/2014
|
|
Hitachi K1032N
|
|
250'/30,000
|
|
United Kingdom
|
Cold stacked
|
ENSCO 71
|
Jackup
|
|
1982/1995/2012
|
|
Hitachi K1032N
|
|
225'/25,000'
|
|
Denmark
|
Under contract
|
ENSCO 72
|
Jackup
|
|
1981/1996
|
|
Hitachi K1025N
|
|
225'/25,000'
|
|
Netherlands
|
Under contract
|
ENSCO 75
|
Jackup
|
|
1999
|
|
MLT Super 116-C
|
|
400'/30,000'
|
|
Gulf of Mexico
|
Under contract
|
ENSCO 76
|
Jackup
|
|
2000
|
|
MLT Super 116-C
|
|
350'/30,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 80
|
Jackup
|
|
1978/1995
|
|
MLT 116-CE
|
|
225'/30,000'
|
|
United Kingdom
|
Under contract
|
ENSCO 81
|
Jackup
|
|
1979/2003
|
|
MLT 116-C
|
|
350'/30,000'
|
|
Gulf of Mexico
|
Cold stacked
|
ENSCO 82
|
Jackup
|
|
1979/2003
|
|
MLT 116-C
|
|
300'/30,000'
|
|
Gulf of Mexico
|
Cold stacked
|
ENSCO 84
|
Jackup
|
|
1981/2005/2012
|
|
MLT 82-SD-C
|
|
250'/25,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 86
|
Jackup
|
|
1981/2006
|
|
MLT 82-SD-C
|
|
250'/30,000'
|
|
Gulf of Mexico
|
Cold stacked
|
ENSCO 87
|
Jackup
|
|
1982/2006
|
|
MLT 116-C
|
|
350'/25,000'
|
|
Gulf of Mexico
|
Under contract
|
ENSCO 88
|
Jackup
|
|
1982/2004/2014
|
|
MLT 82-SD-C
|
|
250'/25,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 90
|
Jackup
|
|
1982/2002
|
|
MLT 82-SD-C
|
|
250'/25,000'
|
|
Gulf of Mexico
|
Cold stacked
|
ENSCO 92
|
Jackup
|
|
1982/1996
|
|
MLT 116-C
|
|
225'/25,000'
|
|
United Kingdom
|
Under contract
|
Rig Name |
Rig Type
|
|
Year Built/ Rebuilt |
|
Design
|
|
Maximum
Water Depth/ Drilling Depth |
|
Location |
Customer
|
Jackups
|
|
|
|
|
|
|
|
|
|
|
ENSCO 96
|
Jackup
|
|
1982/1997/2012
|
|
Hitachi 250-C
|
|
250'/25,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 97
|
Jackup
|
|
1980/1997/2012
|
|
MLT 82 SD-C
|
|
250'/25,000'
|
|
Saudi Arabia
|
Under contract
|
ENSCO 99
|
Jackup
|
|
1985/2005
|
|
MLT 82 SD-C
|
|
250'/30,000'
|
|
Gulf of Mexico
|
Cold stacked
|
ENSCO 100
|
Jackup
|
|
1987/2009
|
|
MLT 150-88-C
|
|
350'/30,000
|
|
United Kingdom
|
Under contract
|
ENSCO 101
|
Jackup
|
|
2000
|
|
KFELS MOD V-A
|
|
400'/30,000'
|
|
Netherlands
|
Under contract
|
ENSCO 102
|
Jackup
|
|
2002
|
|
KFELS MOD V-A
|
|
400'/30,000'
|
|
United Kingdom
|
Available
|
ENSCO 104
|
Jackup
|
|
2002
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
UAE
|
Under contract
|
ENSCO 105
|
Jackup
|
|
2002
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
Singapore
|
Cold stacked
|
ENSCO 106
|
Jackup
|
|
2005
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
Malaysia
|
Available
|
ENSCO 107
|
Jackup
|
|
2006
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
Australia
|
Under contract
|
ENSCO 108
|
Jackup
|
|
2007
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
Thailand
|
Under contract
|
ENSCO 109
|
Jackup
|
|
2008
|
|
KFELS MOD V-Super B
|
|
350'/35,000'
|
|
Angola
|
Under contract
|
ENSCO 110
|
Jackup
|
|
2015
|
|
KFELS MOD V-B
|
|
400'/30,000'
|
|
UAE
|
Available
|
ENSCO 120
|
Jackup
|
|
2013
|
|
KFELS Super A
|
|
400'/40,000'
|
|
United Kingdom
|
Available
|
ENSCO 121
|
Jackup
|
|
2013
|
|
KFELS Super A
|
|
400'/40,000'
|
|
Denmark
|
Under contract
|
ENSCO 122
|
Jackup
|
|
2014
|
|
KFELS Super A
|
|
400'/40,000'
|
|
Netherlands
|
Under contract
|
ENSCO 123
|
Jackup
|
|
2018
|
|
KFELS Super A
|
|
400'/40,000'
|
|
Singapore
|
Under construction
(2)
|
ENSCO 140
|
Jackup
|
|
2016
|
|
Cameron Letourneau Super 116E
|
|
400'/30,000'
|
|
UAE
|
Available
|
ENSCO 141
|
Jackup
|
|
2016
|
|
Cameron Letourneau Super 116E
|
|
400'/30,000'
|
|
UAE
|
Available
|
(1)
|
Prior to stacking, upfront steps are taken to preserve the rig. This may include a quayside power source to dehumidify key equipment and/or provide electric current to the hull to prevent corrosion. Also, certain equipment may be removed from the rig for storage in a temperature-controlled environment. While stacked, large equipment that remains on the rig is periodically inspected and maintained by Ensco personnel. These steps are designed to reduce time and lower cost to reactivate the rig when market conditions improve.
|
(2)
|
Rig is currently under construction and is not contracted. The "year built" provided is based on the current construction schedule.
|
Item 5.
|
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
2016 High
|
|
$
|
16.10
|
|
|
$
|
12.36
|
|
|
$
|
10.89
|
|
|
$
|
12.03
|
|
|
$
|
16.10
|
|
2016 Low
|
|
$
|
7.25
|
|
|
$
|
9.00
|
|
|
$
|
6.50
|
|
|
$
|
7.19
|
|
|
$
|
7.19
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015 High
|
|
$
|
32.28
|
|
|
$
|
28.40
|
|
|
$
|
22.21
|
|
|
$
|
18.93
|
|
|
$
|
32.28
|
|
2015 Low
|
|
$
|
19.78
|
|
|
$
|
21.04
|
|
|
$
|
13.42
|
|
|
$
|
13.26
|
|
|
$
|
13.26
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
2016
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
0.04
|
|
2015
|
|
$
|
.15
|
|
|
$
|
.15
|
|
|
$
|
.15
|
|
|
$
|
.15
|
|
|
$
|
0.60
|
|
•
|
dividends paid by the Company will not carry a tax credit,
|
•
|
all dividends received by an individual shareholder from the Company (or from other sources) will, except to the extent that they are earned through an Individual Savings Account ("ISA"), self-invested pension plan or other regime which exempts the dividends from income tax, form part of the shareholder's total income for income tax purposes,
|
•
|
a nil rate of income tax will apply to the first
£5,000
of taxable dividend income received by an individual shareholder in a tax year (the “Nil Rate Amount”), regardless of what tax rate would otherwise apply to that dividend income,
|
•
|
any taxable dividend income received by an individual shareholder in a tax year in excess of the Nil Rate Amount will be taxed at a special rate, as set out below, and
|
•
|
that tax will be applied to the amount of the dividend income actually received by the individual shareholder (rather than to a grossed-up amount).
|
•
|
at the rate of
7.5%
, to the extent that the Relevant Dividend Income falls below the threshold for the higher rate of income tax,
|
•
|
at the rate of
32.5%
, to the extent that the Relevant Dividend Income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax, or
|
•
|
at the rate of
38.1
%, to the extent that the Relevant Dividend Income falls above the threshold for the additional rate of income tax.
|
Issuer Purchases of Equity Securities
|
|||||||||||||
Period
|
Total Number of Securities Purchased
(1)
|
|
Average Price Paid per Security
|
|
Total Number of Securities Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Securities that May Yet Be Purchased Under Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
||||||
October 1 - October 31
|
4,472
|
|
|
$
|
8.06
|
|
|
—
|
|
|
$
|
2,000,000,000
|
|
November 1 - November 30
|
18,338
|
|
|
$
|
8.33
|
|
|
—
|
|
|
$
|
2,000,000,000
|
|
December 1 - December 31
|
6,999
|
|
|
$
|
10.00
|
|
|
—
|
|
|
$
|
2,000,000,000
|
|
Total
|
29,809
|
|
|
$
|
8.68
|
|
|
—
|
|
|
|
|
(1)
|
During the
quarter ended December 31, 2016
, equity securities were repurchased from employees and non-employee directors by an affiliated employee benefit trust in connection with the settlement of income tax withholding obligations arising from the vesting of share awards. Such securities remain available for re-issuance in connection with employee share awards.
|
(2)
|
During 2013, our shareholders approved a new share repurchase program. Subject to certain provisions under English law, including the requirement of Ensco plc to have sufficient distributable reserves, we may repurchase up to a maximum of $2.0 billion in the aggregate under the program, but in no case more than 35.0 million shares. The program terminates in May 2018.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,776.4
|
|
|
$
|
4,063.4
|
|
|
$
|
4,564.5
|
|
|
$
|
4,323.4
|
|
|
$
|
3,638.8
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Contract drilling (exclusive of depreciation)
|
1,301.0
|
|
|
1,869.6
|
|
|
2,076.9
|
|
|
1,947.1
|
|
|
1,642.8
|
|
|||||
Loss on impairment
|
—
|
|
|
2,746.4
|
|
|
4,218.7
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation
|
445.3
|
|
|
572.5
|
|
|
537.9
|
|
|
496.2
|
|
|
443.8
|
|
|||||
General and administrative
|
100.8
|
|
|
118.4
|
|
|
131.9
|
|
|
146.8
|
|
|
148.9
|
|
|||||
Operating income (loss)
|
929.3
|
|
|
(1,243.5
|
)
|
|
(2,400.9
|
)
|
|
1,733.3
|
|
|
1,403.3
|
|
|||||
Other income (expense), net
|
68.2
|
|
|
(227.7
|
)
|
|
(147.9
|
)
|
|
(100.1
|
)
|
|
(98.6
|
)
|
|||||
Income tax expense (benefit)
|
108.5
|
|
|
(13.9
|
)
|
|
140.5
|
|
|
203.1
|
|
|
228.6
|
|
|||||
Income (loss) from continuing operations
|
889.0
|
|
|
(1,457.3
|
)
|
|
(2,689.3
|
)
|
|
1,430.1
|
|
|
1,076.1
|
|
|||||
Income (loss) from discontinued operations, net
(1)
|
8.1
|
|
|
(128.6
|
)
|
|
(1,199.2
|
)
|
|
(2.2
|
)
|
|
100.6
|
|
|||||
Net income (loss)
|
897.1
|
|
|
(1,585.9
|
)
|
|
(3,888.5
|
)
|
|
1,427.9
|
|
|
1,176.7
|
|
|||||
Net income attributable to noncontrolling interests
|
(6.9
|
)
|
|
(8.9
|
)
|
|
(14.1
|
)
|
|
(9.7
|
)
|
|
(7.0
|
)
|
|||||
Net income (loss) attributable to Ensco
|
$
|
890.2
|
|
|
$
|
(1,594.8
|
)
|
|
$
|
(3,902.6
|
)
|
|
$
|
1,418.2
|
|
|
$
|
1,169.7
|
|
Earnings (loss) per share – basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
3.10
|
|
|
$
|
(6.33
|
)
|
|
$
|
(11.70
|
)
|
|
$
|
6.09
|
|
|
$
|
4.62
|
|
Discontinued operations
|
0.03
|
|
|
(0.55
|
)
|
|
(5.18
|
)
|
|
(0.01
|
)
|
|
0.43
|
|
|||||
|
$
|
3.13
|
|
|
$
|
(6.88
|
)
|
|
$
|
(16.88
|
)
|
|
$
|
6.08
|
|
|
$
|
5.05
|
|
Earnings (loss) per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
3.10
|
|
|
$
|
(6.33
|
)
|
|
$
|
(11.70
|
)
|
|
$
|
6.08
|
|
|
$
|
4.61
|
|
Discontinued operations
|
0.03
|
|
|
(0.55
|
)
|
|
(5.18
|
)
|
|
(0.01
|
)
|
|
0.43
|
|
|||||
|
$
|
3.13
|
|
|
$
|
(6.88
|
)
|
|
$
|
(16.88
|
)
|
|
$
|
6.07
|
|
|
$
|
5.04
|
|
Net income (loss) attributable to Ensco shares - Basic and Diluted
|
$
|
873.6
|
|
|
$
|
(1,596.8
|
)
|
|
$
|
(3,910.5
|
)
|
|
$
|
1,403.1
|
|
|
$
|
1,157.4
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
279.1
|
|
|
232.2
|
|
|
231.6
|
|
|
230.9
|
|
|
229.4
|
|
|||||
Diluted
|
279.1
|
|
|
232.2
|
|
|
231.6
|
|
|
231.1
|
|
|
229.7
|
|
|||||
Cash dividends per share
|
$
|
0.04
|
|
|
$
|
0.60
|
|
|
$
|
3.00
|
|
|
$
|
2.25
|
|
|
$
|
1.50
|
|
(1)
|
See Note 10 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for information on discontinued operations.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Consolidated Balance Sheet and Cash Flow Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
2,424.9
|
|
|
$
|
1,509.6
|
|
|
$
|
1,788.9
|
|
|
$
|
466.9
|
|
|
$
|
720.4
|
|
Total assets
|
14,374.5
|
|
|
13,610.5
|
|
|
16,023.3
|
|
|
19,446.8
|
|
|
18,554.7
|
|
|||||
Long-term debt, net of current portion
|
4,942.6
|
|
|
5,868.6
|
|
|
5,868.1
|
|
|
4,709.3
|
|
|
4,797.7
|
|
|||||
Ensco shareholders' equity
|
8,250.6
|
|
|
6,512.9
|
|
|
8,215.0
|
|
|
12,791.6
|
|
|
11,846.4
|
|
|||||
Cash flows from operating activities of continuing operations
|
1,077.4
|
|
|
1,697.9
|
|
|
2,057.9
|
|
|
1,811.2
|
|
|
1,954.6
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
2,776.4
|
|
|
$
|
4,063.4
|
|
|
$
|
4,564.5
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Contract drilling (exclusive of depreciation)
|
|
1,301.0
|
|
|
1,869.6
|
|
|
2,076.9
|
|
|||
Loss on impairment
|
|
—
|
|
|
2,746.4
|
|
|
4,218.7
|
|
|||
Depreciation
|
|
445.3
|
|
|
572.5
|
|
|
537.9
|
|
|||
General and administrative
|
|
100.8
|
|
|
118.4
|
|
|
131.9
|
|
|||
Operating income (loss)
|
|
929.3
|
|
|
(1,243.5
|
)
|
|
(2,400.9
|
)
|
|||
Other income (expense), net
|
|
68.2
|
|
|
(227.7
|
)
|
|
(147.9
|
)
|
|||
Provision for income taxes
|
|
108.5
|
|
|
(13.9
|
)
|
|
140.5
|
|
|||
Income (loss) from continuing operations
|
|
889.0
|
|
|
(1,457.3
|
)
|
|
(2,689.3
|
)
|
|||
Income (loss) from discontinued operations, net
|
|
8.1
|
|
|
(128.6
|
)
|
|
(1,199.2
|
)
|
|||
Net income (loss)
|
|
897.1
|
|
|
(1,585.9
|
)
|
|
(3,888.5
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
(6.9
|
)
|
|
(8.9
|
)
|
|
(14.1
|
)
|
|||
Net income (loss) attributable to Ensco
|
|
$
|
890.2
|
|
|
$
|
(1,594.8
|
)
|
|
$
|
(3,902.6
|
)
|
|
2016
|
|
2015
|
|
2014
|
Floaters
(1)(2)
|
19
|
|
22
|
|
20
|
Jackups
(2)(3)
|
36
|
|
36
|
|
36
|
Under construction
(2)
|
2
|
|
4
|
|
7
|
Held-for-sale
(3)(4)
|
2
|
|
6
|
|
7
|
Total
|
59
|
|
68
|
|
70
|
(1)
|
During 2016, we sold ENSCO DS-1, ENSCO 6003 and ENSCO 6004.
|
(2)
|
During 2016, we accepted delivery of two high-specification jackup rigs (ENSCO 140 and ENSCO 141). Both of these rigs are uncontracted.
|
(3)
|
During 2016, we classified ENSCO 53 and ENSCO 94 as held-for-sale. During 2015, we classified ENSCO 91 as held-for-sale.
|
(4)
|
During 2016, we sold ENSCO DS-2, ENSCO 6000, ENSCO 53, ENSCO 58, ENSCO 91 and ENSCO 94. During 2015, we sold ENSCO 5001 and ENSCO 5002.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Rig Utilization
(1)
|
|
|
|
|
|
|
|
|
|
|||
Floaters
|
|
54%
|
|
69%
|
|
79%
|
||||||
Jackups
|
|
60%
|
|
73%
|
|
89%
|
||||||
Total
|
|
58%
|
|
72%
|
|
85%
|
||||||
Average Day Rates
(2)
|
|
|
|
|
|
|
|
|||||
Floaters
|
|
$
|
359,758
|
|
|
$
|
416,346
|
|
|
$
|
456,023
|
|
Jackups
|
|
110,682
|
|
|
136,451
|
|
|
140,033
|
|
|||
Total
|
|
$
|
192,427
|
|
|
$
|
233,325
|
|
|
$
|
242,884
|
|
(1)
|
Rig utilization is derived by dividing the number of days under contract by the number of days in the period. Days under contract equals the total number of days that rigs have earned and recognized day rate revenue, including days associated with early contract terminations, compensated downtime and mobilizations. When revenue is
|
(2)
|
Average day rates are derived by dividing contract drilling revenues, adjusted to exclude certain types of non-recurring reimbursable revenues, lump-sum revenues and revenues attributable to amortization of drilling contract intangibles, by the aggregate number of contract days, adjusted to exclude contract days associated with certain mobilizations, demobilizations, shipyard contracts and standby contracts.
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,771.1
|
|
|
$
|
929.5
|
|
|
$
|
75.8
|
|
|
$
|
2,776.4
|
|
|
$
|
—
|
|
|
$
|
2,776.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
725.0
|
|
|
516.8
|
|
|
59.2
|
|
|
1,301.0
|
|
|
—
|
|
|
1,301.0
|
|
||||||
Depreciation
|
304.1
|
|
|
123.7
|
|
|
—
|
|
|
427.8
|
|
|
17.5
|
|
|
445.3
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.8
|
|
|
100.8
|
|
||||||
Operating income
|
$
|
742.0
|
|
|
$
|
289.0
|
|
|
$
|
16.6
|
|
|
$
|
1,047.6
|
|
|
$
|
(118.3
|
)
|
|
$
|
929.3
|
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
2,466.0
|
|
|
$
|
1,445.6
|
|
|
$
|
151.8
|
|
|
$
|
4,063.4
|
|
|
$
|
—
|
|
|
$
|
4,063.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
1,052.8
|
|
|
693.5
|
|
|
123.3
|
|
|
1,869.6
|
|
|
—
|
|
|
1,869.6
|
|
||||||
Loss on impairment
|
1,778.4
|
|
|
968.0
|
|
|
|
|
|
2,746.4
|
|
|
—
|
|
|
2,746.4
|
|
||||||
Depreciation
|
382.4
|
|
|
175.7
|
|
|
—
|
|
|
558.1
|
|
|
14.4
|
|
|
572.5
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118.4
|
|
|
118.4
|
|
||||||
Operating (loss) income
|
$
|
(747.6
|
)
|
|
$
|
(391.6
|
)
|
|
$
|
28.5
|
|
|
$
|
(1,110.7
|
)
|
|
$
|
(132.8
|
)
|
|
$
|
(1,243.5
|
)
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
2,697.6
|
|
|
$
|
1,774.6
|
|
|
$
|
92.3
|
|
|
$
|
4,564.5
|
|
|
$
|
—
|
|
|
$
|
4,564.5
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
1,201.2
|
|
|
807.4
|
|
|
68.3
|
|
|
2,076.9
|
|
|
—
|
|
|
2,076.9
|
|
||||||
Loss on impairment
|
3,982.3
|
|
|
236.4
|
|
|
—
|
|
|
4,218.7
|
|
|
—
|
|
|
4,218.7
|
|
||||||
Depreciation
|
358.1
|
|
|
171.2
|
|
|
—
|
|
|
529.3
|
|
|
8.6
|
|
|
537.9
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.9
|
|
|
131.9
|
|
||||||
Operating (loss) income
|
$
|
(2,844.0
|
)
|
|
$
|
559.6
|
|
|
$
|
24.0
|
|
|
$
|
(2,260.4
|
)
|
|
$
|
(140.5
|
)
|
|
$
|
(2,400.9
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
$
|
13.8
|
|
|
$
|
9.9
|
|
|
$
|
13.0
|
|
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
(274.5
|
)
|
|
(303.7
|
)
|
|
(239.6
|
)
|
|||
Capitalized interest
|
45.7
|
|
|
87.4
|
|
|
78.2
|
|
|||
|
(228.8
|
)
|
|
(216.3
|
)
|
|
(161.4
|
)
|
|||
Other, net
|
283.2
|
|
|
(21.3
|
)
|
|
0.5
|
|
|||
|
$
|
68.2
|
|
|
$
|
(227.7
|
)
|
|
$
|
(147.9
|
)
|
Rig
|
|
Date of Sale
|
|
Classification
(1)
|
|
Segment
(1)
|
|
Net Proceeds
|
|
Net Book Value
(2)
|
|
Pre-tax Gain/(Loss)
|
||||||
ENSCO 94
|
|
November 2016
|
|
Continuing
|
|
Jackups
|
|
$
|
.9
|
|
|
$
|
.3
|
|
|
$
|
.6
|
|
ENSCO 53
|
|
October 2016
|
|
Continuing
|
|
Jackups
|
|
.9
|
|
|
.3
|
|
|
.6
|
|
|||
ENSCO DS-1
|
|
June 2016
|
|
Continuing
|
|
Floaters
|
|
5.0
|
|
|
2.3
|
|
|
2.7
|
|
|||
ENSCO 6004
|
|
May 2016
|
|
Continuing
|
|
Floaters
|
|
.9
|
|
|
.9
|
|
|
—
|
|
|||
ENSCO 6003
|
|
May 2016
|
|
Continuing
|
|
Floaters
|
|
.9
|
|
|
.9
|
|
|
—
|
|
|||
ENSCO DS-2
|
|
May 2016
|
|
Discontinued
|
|
Floaters
|
|
5.0
|
|
|
4.0
|
|
|
1.0
|
|
|||
ENSCO 91
|
|
May 2016
|
|
Continuing
|
|
Jackups
|
|
.8
|
|
|
.3
|
|
|
.5
|
|
|||
ENSCO 58
|
|
April 2016
|
|
Discontinued
|
|
Jackups
|
|
.7
|
|
|
.3
|
|
|
.4
|
|
|||
ENSCO 6000
|
|
April 2016
|
|
Discontinued
|
|
Floaters
|
|
.6
|
|
|
.8
|
|
|
(.2
|
)
|
|||
ENSCO 5001
|
|
December 2015
|
|
Discontinued
|
|
Floaters
|
|
2.4
|
|
|
2.5
|
|
|
(.1
|
)
|
|||
ENSCO 5002
|
|
June 2015
|
|
Discontinued
|
|
Floaters
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||
ENSCO 5000
|
|
December 2014
|
|
Discontinued
|
|
Floaters
|
|
1.3
|
|
|
.5
|
|
|
.8
|
|
|||
ENSCO 83
(3)
|
|
September 2014
|
|
Continuing
|
|
Jackups
|
|
51.6
|
|
|
50.5
|
|
|
1.1
|
|
|||
ENSCO 89
(3)
|
|
September 2014
|
|
Continuing
|
|
Jackups
|
|
51.6
|
|
|
30.9
|
|
|
20.7
|
|
|||
ENSCO 93
(3)
|
|
September 2014
|
|
Discontinued
|
|
Jackups
|
|
51.7
|
|
|
52.9
|
|
|
(1.2
|
)
|
|||
ENSCO 98
(3)
|
|
September 2014
|
|
Continuing
|
|
Jackups
|
|
51.6
|
|
|
35.3
|
|
|
16.3
|
|
|||
ENSCO 85
|
|
April 2014
|
|
Discontinued
|
|
Jackups
|
|
64.4
|
|
|
54.1
|
|
|
10.3
|
|
|||
ENSCO 69 & Pride Wisconsin
|
|
January 2014
|
|
Discontinued
|
|
Jackups
|
|
32.2
|
|
|
8.6
|
|
|
23.6
|
|
|||
|
|
|
|
|
|
|
|
$
|
324.1
|
|
|
$
|
245.4
|
|
|
$
|
78.7
|
|
(1)
|
Classification denotes the location of the operating results and gain (loss) on sale for each rig in our consolidated statements of operations. For rigs' operating results that were reclassified to discontinued operations in our consolidated statements of operations, these results were previously included within the specified operating segment.
|
(2)
|
Includes the rig's net book value as well as inventory and other assets on the date of the sale.
|
(3)
|
In September 2014, we sold ENSCO 83, ENSCO 89, ENSCO 93 and ENSCO 98, all of which were contracted to Pemex. In connection with this sale, we executed charter agreements with the purchaser to continue operating the rigs for the remainder of the Pemex contracts. Due to the long-term charter agreements for ENSCO 83, ENSCO 89 and ENSCO 98, the results were included in income from continuing operations. The charter agreement for ENSCO 93 was less than a year from the date of sale, and therefore the related operating results were included in discontinued operations.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
—
|
|
|
$
|
19.5
|
|
|
$
|
325.0
|
|
Operating expenses
|
|
3.1
|
|
|
39.5
|
|
|
372.0
|
|
|||
Operating loss
|
|
(3.1
|
)
|
|
(20.0
|
)
|
|
(47.0
|
)
|
|||
Income tax (benefit) expense
|
|
(10.1
|
)
|
|
(7.7
|
)
|
|
30.7
|
|
|||
Loss on impairment, net
|
|
—
|
|
|
(120.6
|
)
|
|
(1,158.8
|
)
|
|||
Gain on disposal of discontinued operations, net
|
|
1.1
|
|
|
4.3
|
|
|
37.3
|
|
|||
Income (loss) from discontinued operations
|
|
$
|
8.1
|
|
|
$
|
(128.6
|
)
|
|
$
|
(1,199.2
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities of continuing operations
|
|
$
|
1,077.4
|
|
|
$
|
1,697.9
|
|
|
$
|
2,057.9
|
|
Capital expenditures on continuing operations:
|
|
|
|
|
|
|
|
|
|
|||
New rig construction
|
|
$
|
209.8
|
|
|
$
|
1,238.8
|
|
|
$
|
699.5
|
|
Rig enhancements
|
|
15.9
|
|
|
164.5
|
|
|
537.4
|
|
|||
Minor upgrades and improvements
|
|
96.5
|
|
|
216.2
|
|
|
329.8
|
|
|||
|
|
$
|
322.2
|
|
|
$
|
1,619.5
|
|
|
$
|
1,566.7
|
|
|
Pro-Forma 2016
(1)
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Total debt
|
$
|
4,941.5
|
|
|
$
|
5,274.5
|
|
|
$
|
5,868.6
|
|
|
$
|
5,902.9
|
|
Total capital
(2)
|
13,179.1
|
|
|
13,525.1
|
|
|
12,381.5
|
|
|
14,117.9
|
|
||||
Total debt to total capital
|
37.5
|
%
|
|
39.0
|
%
|
|
47.4
|
%
|
|
41.8
|
%
|
(1)
|
Pro-Forma balances present total debt, total capital and the total debt to total capital ratio on an adjusted basis after giving effect to the Exchange Offers described below. In January 2017, total debt was reduced by
$333.0 million
as a result of debt tendered from our 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 totaling
$663.4 million
, net of discounts, premiums and issuance costs, partially offset by the issuance of
$332.0 million
of 8.0% senior notes due 2024 issued net of debt issuance costs of
$1.6 million
. Total capital was adjusted by the aforementioned amount and the estimated net of tax loss on the Exchange Offers of
$13.0 million
.
|
(2)
|
Total capital consists of total debt and Ensco shareholders' equity.
|
|
Aggregate Principal Amount Repurchased
|
|
Aggregate Repurchase Price
|
|
Discount %
|
|||||
8.50% Senior notes due 2019
|
$
|
62.0
|
|
|
$
|
55.7
|
|
|
10.2
|
%
|
6.875% Senior notes due 2020
|
219.2
|
|
|
181.5
|
|
|
17.2
|
%
|
||
4.70% Senior notes due 2021
|
817.0
|
|
|
609.0
|
|
|
25.5
|
%
|
||
4.50% Senior notes due 2024
|
1.7
|
|
|
0.9
|
|
|
47.1
|
%
|
||
5.20% Senior notes due 2025
|
30.7
|
|
|
16.8
|
|
|
45.3
|
%
|
||
Total
|
$
|
1,130.6
|
|
|
$
|
863.9
|
|
|
23.6
|
%
|
|
Aggregate Principal Amount Repurchased
|
|
8.00% Senior Notes due 2024 Consideration
|
|
Cash
Consideration
(1)
|
|
Total Consideration
|
||||||||
8.50% Senior notes due 2019
|
$
|
145.8
|
|
|
$
|
81.6
|
|
|
$
|
81.7
|
|
|
$
|
163.3
|
|
6.875% Senior notes due 2020
|
129.8
|
|
|
69.3
|
|
|
69.4
|
|
|
138.7
|
|
||||
4.70% Senior notes due 2021
|
373.9
|
|
|
181.1
|
|
|
181.4
|
|
|
362.5
|
|
||||
Total
|
$
|
649.5
|
|
|
$
|
332.0
|
|
|
$
|
332.5
|
|
|
$
|
664.5
|
|
(1)
|
As of December 31, 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.
|
|
Original Principal
|
|
2016 Tenders and Repurchases
|
|
2016 Debt to Equity Exchange
|
|
Principal Outstanding at December 31, 2016
(1)
|
|
2017 Exchange Offers
(2)
|
|
Remaining Principal
|
||||||||||||
8.50% Senior notes due 2019
|
$
|
500.0
|
|
|
$
|
(62.0
|
)
|
|
$
|
—
|
|
|
$
|
438.0
|
|
|
$
|
(145.8
|
)
|
|
$
|
292.2
|
|
6.875% Senior notes due 2020
|
900.0
|
|
|
(219.2
|
)
|
|
—
|
|
|
680.8
|
|
|
(129.8
|
)
|
|
551.0
|
|
||||||
4.70% Senior notes due 2021
|
1,500.0
|
|
|
(817.0
|
)
|
|
—
|
|
|
683.0
|
|
|
(373.9
|
)
|
|
309.1
|
|
||||||
3.00% Senior notes due 2024
|
849.5
|
|
|
—
|
|
|
—
|
|
|
849.5
|
|
|
—
|
|
|
849.5
|
|
||||||
4.50% Senior notes due 2024
|
625.0
|
|
|
(1.7
|
)
|
|
—
|
|
|
623.3
|
|
|
—
|
|
|
623.3
|
|
||||||
8.00% Senior notes due 2024
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332.0
|
|
|
332.0
|
|
||||||
5.20% Senior notes due 2025
|
700.0
|
|
|
(30.7
|
)
|
|
—
|
|
|
669.3
|
|
|
—
|
|
|
669.3
|
|
||||||
7.20% Senior notes due 2027
|
150.0
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
150.0
|
|
||||||
7.875% Senior notes due 2040
|
300.0
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
|
—
|
|
|
300.0
|
|
||||||
5.75% Senior notes due 2044
|
1,025.0
|
|
|
—
|
|
|
(24.5
|
)
|
|
1,000.5
|
|
|
—
|
|
|
1,000.5
|
|
||||||
Total
|
$
|
6,549.5
|
|
|
$
|
(1,130.6
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
5,394.4
|
|
|
$
|
(317.5
|
)
|
|
$
|
5,076.9
|
|
(1)
|
The aggregate principal amount outstanding as of
December 31, 2016
excludes net unamortized discounts and debt issuance costs of
$119.9 million
.
|
(2)
|
As of
December 31, 2016
, the aggregate amount of principal repurchased with cash of
$332.5 million
, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.
|
|
Payments due by period
|
||||||||||||||||||
|
2017
|
|
2018
and
2019
|
|
2020
and
2021
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments on long-term debt
(1)
|
$
|
—
|
|
|
$
|
438.0
|
|
|
$
|
1,363.8
|
|
|
$
|
3,592.6
|
|
|
$
|
5,394.4
|
|
Interest payments on long-term debt
(1)
|
287.1
|
|
|
574.2
|
|
|
455.5
|
|
|
2,106.5
|
|
|
3,423.3
|
|
|||||
New rig construction agreements
|
242.0
|
|
|
290.3
|
|
|
—
|
|
|
—
|
|
|
532.3
|
|
|||||
Operating leases
|
32.7
|
|
|
42.2
|
|
|
20.1
|
|
|
37.4
|
|
|
132.4
|
|
|||||
Derivative instruments
|
12.7
|
|
|
.8
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|||||
Total contractual obligations
(2)
|
$
|
574.5
|
|
|
$
|
1,345.5
|
|
|
$
|
1,839.4
|
|
|
$
|
5,736.5
|
|
|
$
|
9,495.9
|
|
(1)
|
Commitments related to principal and interest payments on our debt were not adjusted to give effect to the Exchange Offers described above.
|
(2)
|
Contractual obligations do not include
$142.9 million
of unrecognized tax benefits, inclusive of interest and penalties, included on our consolidated balance sheet as of
December 31, 2016
. We are unable to specify with certainty the future periods in which we may be obligated to settle such amounts.
|
|
Commitment expiration by period
|
||||||||||||||||||
|
2017
|
|
2018
and
2019
|
|
2020
and
2021
|
|
Thereafter
|
|
Total
|
||||||||||
Letters of credit
|
$
|
31.1
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.5
|
|
|
Pro-Forma 2016
(1)
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Cash and cash equivalents
|
$
|
812.6
|
|
|
$
|
1,159.7
|
|
|
$
|
121.3
|
|
|
$
|
664.8
|
|
Short-term investments
|
1,442.6
|
|
|
1,442.6
|
|
|
1,180.0
|
|
|
50.0
|
|
||||
Working capital
|
2,424.3
|
|
|
2,424.9
|
|
|
1,509.6
|
|
|
1,788.9
|
|
||||
Current ratio
|
5.8
|
|
|
3.8
|
|
|
2.9
|
|
|
2.6
|
|
(1)
|
Pro-Forma balances represent our cash and cash equivalents, short-term investments, working capital and current ratio after giving effect to the Exchange Offers described above. Our cash and cash equivalents balance was reduced by
$347.1 million
due to payment of cash consideration of
$332.5 million
, accrued interest on the tendered debt of
$10.0 million
and transaction costs of
$4.6 million
. Our working capital balance decreased by the aforementioned use of cash, partially offset by the reduction of current maturities of long-term debt of
$331.9 million
and lower accrued interest and transaction costs.
|
Increase (decrease) in
useful lives of our
drilling rigs
|
|
Estimated (decrease) increase in
depreciation expense that would
have been recognized (in millions)
|
10%
|
|
$(35.6)
|
20%
|
|
(65.2)
|
(10%)
|
|
38.6
|
(20%)
|
|
91.3
|
•
|
During recent years, the number of tax jurisdictions in which we conduct operations has increased, and we currently anticipate that this trend will continue.
|
•
|
In order to utilize tax planning strategies and conduct operations efficiently, our subsidiaries frequently enter into transactions with affiliates that are generally subject to complex tax regulations and are frequently reviewed and challenged by tax authorities.
|
•
|
We may conduct future operations in certain tax jurisdictions where tax laws are not well developed, and it may be difficult to secure adequate professional guidance.
|
•
|
Tax laws, regulations, agreements, treaties and the administrative practices and precedents of tax authorities change frequently, requiring us to modify existing tax strategies to conform to such changes.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING REVENUES
|
$
|
2,776.4
|
|
|
$
|
4,063.4
|
|
|
$
|
4,564.5
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|||
Contract drilling (exclusive of depreciation)
|
1,301.0
|
|
|
1,869.6
|
|
|
2,076.9
|
|
|||
Loss on impairment
|
—
|
|
|
2,746.4
|
|
|
4,218.7
|
|
|||
Depreciation
|
445.3
|
|
|
572.5
|
|
|
537.9
|
|
|||
General and administrative
|
100.8
|
|
|
118.4
|
|
|
131.9
|
|
|||
|
1,847.1
|
|
|
5,306.9
|
|
|
6,965.4
|
|
|||
OPERATING INCOME (LOSS)
|
929.3
|
|
|
(1,243.5
|
)
|
|
(2,400.9
|
)
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|||
Interest income
|
13.8
|
|
|
9.9
|
|
|
13.0
|
|
|||
Interest expense, net
|
(228.8
|
)
|
|
(216.3
|
)
|
|
(161.4
|
)
|
|||
Other, net
|
283.2
|
|
|
(21.3
|
)
|
|
0.5
|
|
|||
|
68.2
|
|
|
(227.7
|
)
|
|
(147.9
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
997.5
|
|
|
(1,471.2
|
)
|
|
(2,548.8
|
)
|
|||
PROVISION FOR INCOME TAXES
|
|
|
|
|
|
|
|
|
|||
Current income tax expense
|
79.8
|
|
|
144.1
|
|
|
264.0
|
|
|||
Deferred income tax expense (benefit)
|
28.7
|
|
|
(158.0
|
)
|
|
(123.5
|
)
|
|||
|
108.5
|
|
|
(13.9
|
)
|
|
140.5
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
889.0
|
|
|
(1,457.3
|
)
|
|
(2,689.3
|
)
|
|||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET
|
8.1
|
|
|
(128.6
|
)
|
|
(1,199.2
|
)
|
|||
NET INCOME (LOSS)
|
897.1
|
|
|
(1,585.9
|
)
|
|
(3,888.5
|
)
|
|||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(6.9
|
)
|
|
(8.9
|
)
|
|
(14.1
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO
|
$
|
890.2
|
|
|
$
|
(1,594.8
|
)
|
|
$
|
(3,902.6
|
)
|
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
3.10
|
|
|
$
|
(6.33
|
)
|
|
$
|
(11.70
|
)
|
Discontinued operations
|
0.03
|
|
|
(0.55
|
)
|
|
(5.18
|
)
|
|||
|
$
|
3.13
|
|
|
$
|
(6.88
|
)
|
|
$
|
(16.88
|
)
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED
|
$
|
873.6
|
|
|
$
|
(1,596.8
|
)
|
|
$
|
(3,910.5
|
)
|
|
|
|
|
|
|
||||||
WEIGHTED-AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
||||||
Basic and Diluted
|
279.1
|
|
|
232.2
|
|
|
231.6
|
|
|||
|
|
|
|
|
|
||||||
CASH DIVIDENDS PER SHARE
|
$
|
0.04
|
|
|
$
|
0.60
|
|
|
$
|
3.00
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
$
|
897.1
|
|
|
$
|
(1,585.9
|
)
|
|
$
|
(3,888.5
|
)
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET
|
|
|
|
|
|
||||||
Net change in fair value of derivatives
|
(5.4
|
)
|
|
(23.6
|
)
|
|
(11.7
|
)
|
|||
Reclassification of net losses (gains) on derivative instruments from other comprehensive income into net income
|
12.4
|
|
|
22.2
|
|
|
(.9
|
)
|
|||
Other
|
(.5
|
)
|
|
2.0
|
|
|
6.3
|
|
|||
NET OTHER COMPREHENSIVE INCOME (LOSS)
|
6.5
|
|
|
.6
|
|
|
(6.3
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
903.6
|
|
|
(1,585.3
|
)
|
|
(3,894.8
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(6.9
|
)
|
|
(8.9
|
)
|
|
(14.1
|
)
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO
|
$
|
896.7
|
|
|
$
|
(1,594.2
|
)
|
|
$
|
(3,908.9
|
)
|
|
December 31,
|
||||||
ASSETS
|
2016
|
|
2015
|
||||
CURRENT ASSETS
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
1,159.7
|
|
|
$
|
121.3
|
|
Short-term investments
|
1,442.6
|
|
|
1,180.0
|
|
||
Accounts receivable, net
|
361.0
|
|
|
582.0
|
|
||
Other
|
316.0
|
|
|
401.8
|
|
||
Total current assets
|
3,279.3
|
|
|
2,285.1
|
|
||
PROPERTY AND EQUIPMENT, AT COST
|
12,992.5
|
|
|
12,719.4
|
|
||
Less accumulated depreciation
|
2,073.2
|
|
|
1,631.6
|
|
||
Property and equipment, net
|
10,919.3
|
|
|
11,087.8
|
|
||
OTHER ASSETS, NET
|
175.9
|
|
|
237.6
|
|
||
|
$
|
14,374.5
|
|
|
$
|
13,610.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Accounts payable - trade
|
$
|
145.9
|
|
|
$
|
224.6
|
|
Accrued liabilities and other
|
376.6
|
|
|
550.9
|
|
||
Current maturities of long-term debt
|
331.9
|
|
|
—
|
|
||
Total current liabilities
|
854.4
|
|
|
775.5
|
|
||
LONG-TERM DEBT
|
4,942.6
|
|
|
5,868.6
|
|
||
OTHER LIABILITIES
|
322.5
|
|
|
449.2
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
ENSCO SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Class A ordinary shares, U.S. $.10 par value, 310.3 million and 242.9 million
shares issued as of December 31, 2016 and 2015
|
31.0
|
|
|
24.3
|
|
||
Class B ordinary shares, £1 par value, 50,000 shares issued
as of December 31, 2016 and 2015
|
.1
|
|
|
.1
|
|
||
Additional paid-in capital
|
6,402.2
|
|
|
5,554.5
|
|
||
Retained earnings
|
1,864.1
|
|
|
985.3
|
|
||
Accumulated other comprehensive income
|
19.0
|
|
|
12.5
|
|
||
Treasury shares, at cost, 7.3 million shares and 7.6 million shares as of
December 31, 2016 and 2015
|
(65.8
|
)
|
|
(63.8
|
)
|
||
Total Ensco shareholders' equity
|
8,250.6
|
|
|
6,512.9
|
|
||
NONCONTROLLING INTERESTS
|
4.4
|
|
|
4.3
|
|
||
Total equity
|
8,255.0
|
|
|
6,517.2
|
|
||
|
$
|
14,374.5
|
|
|
$
|
13,610.5
|
|
ENSCO PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
897.1
|
|
|
$
|
(1,585.9
|
)
|
|
$
|
(3,888.5
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|||
Depreciation expense
|
445.3
|
|
|
572.5
|
|
|
537.9
|
|
|||
(Gain) loss on debt extinguishment
|
(287.8
|
)
|
|
33.5
|
|
|
—
|
|
|||
Share-based compensation expense
|
39.6
|
|
|
40.2
|
|
|
45.1
|
|
|||
Deferred income tax expense (benefit)
|
28.7
|
|
|
(158.0
|
)
|
|
(123.5
|
)
|
|||
Amortization of assets and liabilities, net
|
(20.5
|
)
|
|
(1.4
|
)
|
|
(7.9
|
)
|
|||
(Income) loss from discontinued operations, net
|
(8.1
|
)
|
|
128.6
|
|
|
1,199.2
|
|
|||
Bad debt provision
|
(5.7
|
)
|
|
24.1
|
|
|
(5.0
|
)
|
|||
Loss on impairment
|
—
|
|
|
2,746.4
|
|
|
4,218.7
|
|
|||
Other
|
(3.0
|
)
|
|
(18.1
|
)
|
|
(11.4
|
)
|
|||
Changes in operating assets and liabilities
|
(8.2
|
)
|
|
(84.0
|
)
|
|
93.3
|
|
|||
Net cash provided by operating activities of continuing operations
|
1,077.4
|
|
|
1,697.9
|
|
|
2,057.9
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Purchases of short-term investments
|
(2,474.6
|
)
|
|
(1,780.0
|
)
|
|
(790.6
|
)
|
|||
Maturities of short-term investments
|
2,212.0
|
|
|
1,357.3
|
|
|
83.3
|
|
|||
Additions to property and equipment
|
(322.2
|
)
|
|
(1,619.5
|
)
|
|
(1,566.7
|
)
|
|||
Net proceeds from disposition of assets
|
9.8
|
|
|
1.6
|
|
|
169.2
|
|
|||
Net cash used in investing activities of continuing operations
|
(575.0
|
)
|
|
(2,040.6
|
)
|
|
(2,104.8
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Reduction of long-term borrowings
|
(863.9
|
)
|
|
(1,072.5
|
)
|
|
(60.1
|
)
|
|||
Proceeds from issuance of senior notes
|
849.5
|
|
|
1,078.7
|
|
|
1,246.4
|
|
|||
Proceeds from equity issuance
|
585.5
|
|
|
—
|
|
|
—
|
|
|||
Debt financing costs
|
(23.4
|
)
|
|
(10.5
|
)
|
|
(13.4
|
)
|
|||
Cash dividends paid
|
(11.6
|
)
|
|
(141.2
|
)
|
|
(703.0
|
)
|
|||
Premium paid on redemption of debt
|
—
|
|
|
(30.3
|
)
|
|
—
|
|
|||
Other
|
(7.1
|
)
|
|
(16.0
|
)
|
|
(27.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
529.0
|
|
|
(191.8
|
)
|
|
442.7
|
|
|||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Operating activities
|
2.1
|
|
|
(10.9
|
)
|
|
(3.8
|
)
|
|||
Investing activities
|
6.3
|
|
|
2.2
|
|
|
107.2
|
|
|||
Net cash provided by (used in) discontinued operations
|
8.4
|
|
|
(8.7
|
)
|
|
103.4
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.4
|
)
|
|
(.3
|
)
|
|
—
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
1,038.4
|
|
|
(543.5
|
)
|
|
499.2
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
121.3
|
|
|
664.8
|
|
|
165.6
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
1,159.7
|
|
|
$
|
121.3
|
|
|
$
|
664.8
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations attributable to Ensco
|
$
|
882.1
|
|
|
$
|
(1,466.1
|
)
|
|
$
|
(2,703.1
|
)
|
Income from continuing operations allocated to non-vested share awards
|
(16.6
|
)
|
|
(2.0
|
)
|
|
(7.9
|
)
|
|||
Income (loss) from continuing operations attributable to Ensco shares
|
$
|
865.5
|
|
|
$
|
(1,468.1
|
)
|
|
$
|
(2,711.0
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations
|
$
|
889.0
|
|
|
$
|
(1,457.3
|
)
|
|
$
|
(2,689.3
|
)
|
Income from continuing operations attributable to noncontrolling interests
|
(6.9
|
)
|
|
(8.8
|
)
|
|
(13.8
|
)
|
|||
Income (loss) from continuing operations attributable to Ensco
|
$
|
882.1
|
|
|
$
|
(1,466.1
|
)
|
|
$
|
(2,703.1
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from discontinued operations
|
$
|
8.1
|
|
|
$
|
(128.6
|
)
|
|
$
|
(1,199.2
|
)
|
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
(.1
|
)
|
|
(.3
|
)
|
|||
Income (loss) from discontinued operations attributable to Ensco
|
$
|
8.1
|
|
|
$
|
(128.7
|
)
|
|
$
|
(1,199.5
|
)
|
|
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplemental executive retirement plan assets
|
$
|
27.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27.7
|
|
Total financial assets
|
27.7
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
||||
Derivatives, net
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
(8.8
|
)
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
(8.8
|
)
|
|
$
|
—
|
|
|
$
|
(8.8
|
)
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplemental executive retirement plan assets
|
$
|
33.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.1
|
|
Total financial assets
|
33.1
|
|
|
—
|
|
|
—
|
|
|
33.1
|
|
||||
Derivatives, net
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
|
(19.7
|
)
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
(19.7
|
)
|
|
$
|
—
|
|
|
$
|
(19.7
|
)
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair
Value
|
|
Carrying
Value
|
|
Estimated
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
8.50% Senior notes due 2019
|
|
$
|
480.2
|
|
|
$
|
485.0
|
|
|
$
|
566.4
|
|
|
$
|
510.2
|
|
6.875% Senior notes due 2020
|
|
735.9
|
|
|
727.5
|
|
|
990.9
|
|
|
850.5
|
|
||||
4.70% Senior notes due 2021
|
|
674.4
|
|
|
658.9
|
|
|
1,476.7
|
|
|
1,254.0
|
|
||||
3.00% Exchangeable senior notes due 2024
(1)
|
|
604.3
|
|
|
874.7
|
|
|
—
|
|
|
—
|
|
||||
4.50% Senior notes due 2024
|
|
618.6
|
|
|
536.0
|
|
|
619.7
|
|
|
417.4
|
|
||||
5.20% Senior notes due 2025
|
|
662.8
|
|
|
582.3
|
|
|
692.5
|
|
|
505.2
|
|
||||
7.20% Debentures due 2027
|
|
149.2
|
|
|
138.7
|
|
|
149.1
|
|
|
133.5
|
|
||||
7.875% Senior notes due 2040
|
|
378.3
|
|
|
270.6
|
|
|
379.8
|
|
|
244.0
|
|
||||
5.75% Senior notes due 2044
|
|
970.8
|
|
|
728.0
|
|
|
993.5
|
|
|
707.1
|
|
||||
Total
|
|
$
|
5,274.5
|
|
|
$
|
5,001.7
|
|
|
$
|
5,868.6
|
|
|
$
|
4,621.9
|
|
(1)
|
Our 2024 Convertible Notes were issued with a conversion feature. The 2024 Convertible Notes were separated into their liability and equity components on our consolidated balance sheet. The equity component was initially recorded to additional paid-in capital and as a debt discount, which will be amortized to interest expense. Excluding the unamortized discount, the carrying value of the 2024 Convertible Notes was
$830.1 million
as of
December 31, 2016
. See "Note 4 - Debt" for additional information on this issuance.
|
|
|
2016
|
|
2015
|
||||
Drilling rigs and equipment
|
|
$
|
11,067.4
|
|
|
$
|
11,001.8
|
|
Other
|
|
180.8
|
|
|
180.0
|
|
||
Work in progress
|
|
1,744.3
|
|
|
1,537.6
|
|
||
|
|
$
|
12,992.5
|
|
|
$
|
12,719.4
|
|
|
|
2016
|
|
2015
|
||||
8.50% Senior notes due 2019
|
|
$
|
480.2
|
|
|
$
|
566.4
|
|
6.875% Senior notes due 2020
|
|
735.9
|
|
|
990.9
|
|
||
4.70% Senior notes due 2021
|
|
674.4
|
|
|
1,476.7
|
|
||
3.00% Exchangeable senior notes due 2024
|
|
604.3
|
|
|
—
|
|
||
4.50% Senior notes due 2024
|
|
618.6
|
|
|
619.7
|
|
||
5.20% Senior notes due 2025
|
|
662.8
|
|
|
692.5
|
|
||
7.20% Senior notes due 2027
|
|
149.2
|
|
|
149.1
|
|
||
7.875% Senior notes due 2040
|
|
378.3
|
|
|
379.8
|
|
||
5.75% Senior notes due 2044
|
|
970.8
|
|
|
993.5
|
|
||
Total Debt
|
|
5,274.5
|
|
|
5,868.6
|
|
||
Less current maturities
|
|
(331.9
|
)
|
|
—
|
|
||
Total long-term debt
|
|
$
|
4,942.6
|
|
|
$
|
5,868.6
|
|
Liability component:
|
|
|
||
Principal
|
|
$
|
849.5
|
|
Less: Unamortized debt discount and issuance costs
|
|
(245.2
|
)
|
|
Net carrying amount
|
|
$
|
604.3
|
|
Equity component, net
|
|
$
|
220.0
|
|
|
Aggregate Principal Amount Repurchased
|
|
Aggregate Repurchase Price
|
|
Discount %
|
|||||
8.50% Senior notes due 2019
|
$
|
62.0
|
|
|
$
|
55.7
|
|
|
10.2
|
%
|
6.875% Senior notes due 2020
|
219.2
|
|
|
181.5
|
|
|
17.2
|
%
|
||
4.70% Senior notes due 2021
|
817.0
|
|
|
609.0
|
|
|
25.5
|
%
|
||
4.50% Senior notes due 2024
|
1.7
|
|
|
0.9
|
|
|
47.1
|
%
|
||
5.20% Senior notes due 2025
|
30.7
|
|
|
16.8
|
|
|
45.3
|
%
|
||
Total
|
$
|
1,130.6
|
|
|
$
|
863.9
|
|
|
23.6
|
%
|
|
Aggregate Principal Amount Repurchased
|
|
8% Senior notes due 2024 Consideration
|
|
Cash
Consideration (1) |
|
Total Consideration
|
||||||||
8.50% Senior notes due 2019
|
$
|
145.8
|
|
|
$
|
81.6
|
|
|
$
|
81.7
|
|
|
$
|
163.3
|
|
6.875% Senior notes due 2020
|
129.8
|
|
|
69.3
|
|
|
69.4
|
|
|
138.7
|
|
||||
4.70% Senior notes due 2021
|
373.9
|
|
|
181.1
|
|
|
181.4
|
|
|
362.5
|
|
||||
Total
|
$
|
649.5
|
|
|
$
|
332.0
|
|
|
$
|
332.5
|
|
|
$
|
664.5
|
|
(1)
|
As of December 31, 2016, the aggregate amount of principal repurchased with cash of
$332.5 million
, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.
|
|
Original Principal
|
|
2016 Tenders and Repurchases
|
|
2016 Debt to Equity Exchange
|
|
Principal Outstanding at December 31, 2016
(1)
|
|
2017 Exchange Offers
(2)
|
|
Remaining Principal
|
||||||||||||
8.50% Senior notes due 2019
|
$
|
500.0
|
|
|
$
|
(62.0
|
)
|
|
$
|
—
|
|
|
$
|
438.0
|
|
|
$
|
(145.8
|
)
|
|
$
|
292.2
|
|
6.875% Senior notes due 2020
|
900.0
|
|
|
(219.2
|
)
|
|
—
|
|
|
680.8
|
|
|
(129.8
|
)
|
|
551.0
|
|
||||||
4.70% Senior notes due 2021
|
1,500.0
|
|
|
(817.0
|
)
|
|
—
|
|
|
683.0
|
|
|
(373.9
|
)
|
|
309.1
|
|
||||||
3.00% Senior notes due 2024
|
849.5
|
|
|
—
|
|
|
—
|
|
|
849.5
|
|
|
—
|
|
|
849.5
|
|
||||||
4.50% Senior notes due 2024
|
625.0
|
|
|
(1.7
|
)
|
|
—
|
|
|
623.3
|
|
|
—
|
|
|
623.3
|
|
||||||
8.00% Senior notes due 2024
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332.0
|
|
|
332.0
|
|
||||||
5.20% Senior notes due 2025
|
700.0
|
|
|
(30.7
|
)
|
|
—
|
|
|
669.3
|
|
|
—
|
|
|
669.3
|
|
||||||
7.20% Senior notes due 2027
|
150.0
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
150.0
|
|
||||||
7.875% Senior notes due 2040
|
300.0
|
|
|
—
|
|
|
—
|
|
|
300.0
|
|
|
—
|
|
|
300.0
|
|
||||||
5.75% Senior notes due 2044
|
1,025.0
|
|
|
—
|
|
|
(24.5
|
)
|
|
1,000.5
|
|
|
—
|
|
|
1,000.5
|
|
||||||
Total
|
$
|
6,549.5
|
|
|
$
|
(1,130.6
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
5,394.4
|
|
|
$
|
(317.5
|
)
|
|
$
|
5,076.9
|
|
(1)
|
The aggregate principal amount outstanding as of
December 31, 2016
excludes net unamortized discounts and debt issuance costs of
$119.9 million
.
|
(2)
|
As of
December 31, 2016
, the aggregate amount of principal repurchased with cash of
$332.5 million
, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts - current
(1)
|
$
|
4.1
|
|
|
$
|
.6
|
|
|
$
|
11.4
|
|
|
$
|
20.7
|
|
Foreign currency forward contracts - non-current
(2)
|
.2
|
|
|
.2
|
|
|
.8
|
|
|
1.5
|
|
||||
|
4.3
|
|
|
.8
|
|
|
12.2
|
|
|
22.2
|
|
||||
Derivatives not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts - current
(1)
|
.4
|
|
|
2.6
|
|
|
1.3
|
|
|
.9
|
|
||||
|
.4
|
|
|
2.6
|
|
|
1.3
|
|
|
.9
|
|
||||
Total
|
$
|
4.7
|
|
|
$
|
3.4
|
|
|
$
|
13.5
|
|
|
$
|
23.1
|
|
(1)
|
Derivative assets and liabilities that have maturity dates equal to or less than 12 months from the respective balance sheet dates were included in other current assets and accrued liabilities and other, respectively, on our consolidated balance sheets.
|
(2)
|
Derivative assets and liabilities that have maturity dates greater than 12 months from the respective balance sheet dates were included in other assets, net, and other liabilities, respectively, on our consolidated balance sheets.
|
|
Loss Recognized in Other Comprehensive
Income ("OCI")
on Derivatives
(Effective Portion)
|
|
(Loss) Gain Reclassified from
AOCI into Income
(Effective Portion)
(1)
|
|
Gain (Loss) Recognized
in Income on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
(2)
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Interest rate lock contracts
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(.2
|
)
|
|
$
|
(.6
|
)
|
|
$
|
(.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
(4)
|
(5.4
|
)
|
|
(23.6
|
)
|
|
(11.7
|
)
|
|
(12.2
|
)
|
|
(21.6
|
)
|
|
1.3
|
|
|
1.9
|
|
|
(.1
|
)
|
|
(.7
|
)
|
|||||||||
Total
|
$
|
(5.4
|
)
|
|
$
|
(23.6
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
(22.2
|
)
|
|
$
|
.9
|
|
|
$
|
1.9
|
|
|
$
|
(.1
|
)
|
|
$
|
(.7
|
)
|
(1)
|
Changes in the fair value of cash flow hedges are recorded in AOCI. Amounts recorded in AOCI associated with cash flow hedges are subsequently reclassified into contract drilling, depreciation or interest expense as earnings are affected by the underlying hedged forecasted transaction.
|
(2)
|
Gains and losses recognized in income for ineffectiveness and amounts excluded from effectiveness testing were included in other, net, in our consolidated statements of operations.
|
(3)
|
Losses on interest rate lock derivatives reclassified from AOCI into income (effective portion) were included in interest expense, net, in our consolidated statements of operations.
|
(4)
|
During the year ended
December 31, 2016
,
$13.1 million
of
losses
were reclassified from AOCI into contract drilling expense and
$900,000
of
gains
were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended
December 31, 2015
,
$22.5 million
of
losses
were reclassified from AOCI into contract drilling expense and
$900,000
of
gains
were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended
December 31, 2014
,
$400,000
of
gains
were reclassified from AOCI into contract drilling and
$900,000
of
gains
were reclassified from AOCI into depreciation expense in our consolidated statement of operations.
|
Net unrealized losses to be reclassified to contract drilling expense
|
|
$
|
(5.0
|
)
|
Net realized gains to be reclassified to depreciation expense
|
|
.9
|
|
|
Net realized losses to be reclassified to interest expense
|
|
(.4
|
)
|
|
Net losses to be reclassified to earnings
|
|
$
|
(4.5
|
)
|
|
Shares
|
|
Par Value
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
AOCI
|
|
Treasury
Shares
|
|
Noncontrolling
Interest
|
|||||||||||||
BALANCE, December 31, 2013
|
239.6
|
|
|
$
|
24.1
|
|
|
$
|
5,467.2
|
|
|
$
|
7,327.3
|
|
|
$
|
18.2
|
|
|
$
|
(45.2
|
)
|
|
$
|
7.3
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,902.6
|
)
|
|
—
|
|
|
—
|
|
|
14.1
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(704.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
||||||
Shares issued under share-based compensation plans, net
|
1.0
|
|
|
.1
|
|
|
.4
|
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
||||||
Share-based compensation cost
|
—
|
|
|
—
|
|
|
48.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
||||||
BALANCE, December 31, 2014
|
240.6
|
|
|
24.2
|
|
|
5,517.5
|
|
|
2,720.4
|
|
|
11.9
|
|
|
(59.0
|
)
|
|
7.9
|
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,594.8
|
)
|
|
—
|
|
|
—
|
|
|
8.9
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
||||||
Shares issued under share-based compensation plans, net
|
2.3
|
|
|
.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.2
|
)
|
|
—
|
|
||||||
Tax expense on share-based compensation
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
||||||
Share-based compensation cost
|
—
|
|
|
—
|
|
|
39.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.6
|
|
|
—
|
|
|
—
|
|
||||||
BALANCE, December 31, 2015
|
242.9
|
|
|
24.4
|
|
|
5,554.5
|
|
|
985.3
|
|
|
12.5
|
|
|
(63.8
|
)
|
|
4.3
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
890.2
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Equity issuance
|
65.6
|
|
|
6.5
|
|
|
579.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity for debt exchange
|
1.8
|
|
|
.2
|
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity component of convertible senior notes issuance, net
|
—
|
|
|
—
|
|
|
220.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense on share-based compensation
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
||||||
Share-based compensation cost
|
—
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
||||||
BALANCE, December 31, 2016
|
310.3
|
|
|
$
|
31.1
|
|
|
$
|
6,402.2
|
|
|
$
|
1,864.1
|
|
|
$
|
19.0
|
|
|
$
|
(65.8
|
)
|
|
$
|
4.4
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Contract drilling
|
$
|
19.9
|
|
|
$
|
19.5
|
|
|
$
|
20.9
|
|
General and administrative
|
16.6
|
|
|
17.8
|
|
|
20.7
|
|
|||
Share award compensation expense included in operating expenses
|
36.5
|
|
|
37.3
|
|
|
41.6
|
|
|||
Tax benefit
|
(5.9
|
)
|
|
(4.8
|
)
|
|
(5.1
|
)
|
|||
Total share award compensation expense included in net income
|
$
|
30.6
|
|
|
$
|
32.5
|
|
|
$
|
36.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average grant-date fair value of share awards granted (per share)
|
$
|
9.84
|
|
|
$
|
23.95
|
|
|
$
|
51.22
|
|
Total fair value of share awards vested during the period (in millions)
|
$
|
8.8
|
|
|
$
|
18.0
|
|
|
$
|
46.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax (benefit) expense:
|
|
|
|
|
|
|
|
|
|||
U.S.
|
$
|
(6.6
|
)
|
|
$
|
18.7
|
|
|
$
|
114.8
|
|
Non-U.S.
|
86.4
|
|
|
125.4
|
|
|
149.2
|
|
|||
|
79.8
|
|
|
144.1
|
|
|
264.0
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
U.S.
|
15.9
|
|
|
(180.4
|
)
|
|
(86.7
|
)
|
|||
Non-U.S.
|
12.8
|
|
|
22.4
|
|
|
(36.8
|
)
|
|||
|
28.7
|
|
|
(158.0
|
)
|
|
(123.5
|
)
|
|||
Total income tax expense (benefit)
|
$
|
108.5
|
|
|
$
|
(13.9
|
)
|
|
$
|
140.5
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets
:
|
|
|
|
|
|
|||
Net operating loss carryforwards
|
|
$
|
197.9
|
|
|
$
|
228.7
|
|
Foreign tax credits
|
|
91.7
|
|
|
84.1
|
|
||
Premiums on long-term debt
|
|
57.4
|
|
|
86.0
|
|
||
Deferred revenue
|
|
55.7
|
|
|
77.7
|
|
||
Employee benefits, including share-based compensation
|
|
30.6
|
|
|
40.5
|
|
||
Other
|
|
32.5
|
|
|
20.5
|
|
||
Total deferred tax assets
|
|
465.8
|
|
|
537.5
|
|
||
Valuation allowance
|
|
(238.8
|
)
|
|
(266.4
|
)
|
||
Net deferred tax assets
|
|
227.0
|
|
|
271.1
|
|
||
Deferred tax liabilities
:
|
|
|
|
|
|
|
||
Property and equipment
|
|
(103.3
|
)
|
|
(97.1
|
)
|
||
Intercompany transfers of property
|
|
(18.9
|
)
|
|
(21.2
|
)
|
||
Deferred costs
|
|
(11.4
|
)
|
|
(15.3
|
)
|
||
Other
|
|
(23.6
|
)
|
|
(25.8
|
)
|
||
Total deferred tax liabilities
|
|
(157.2
|
)
|
|
(159.4
|
)
|
||
Net deferred tax asset
|
|
$
|
69.8
|
|
|
$
|
111.7
|
|
|
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
|
$
|
140.6
|
|
|
$
|
134.4
|
|
Settlements with taxing authorities
|
|
(27.6
|
)
|
|
(.6
|
)
|
||
Decreases in unrecognized tax benefits as a result
of tax positions taken during prior years |
|
(.5
|
)
|
|
(2.1
|
)
|
||
Lapse of applicable statutes of limitations
|
|
(.2
|
)
|
|
(5.6
|
)
|
||
Increases in unrecognized tax benefits as a result
of tax positions taken during prior years
|
|
4.9
|
|
|
15.7
|
|
||
Increases in unrecognized tax benefits as a result
of tax positions taken during the current year
|
|
7.6
|
|
|
6.6
|
|
||
Impact of foreign currency exchange rates
|
|
(2.8
|
)
|
|
(7.8
|
)
|
||
Balance, end of year
|
|
$
|
122.0
|
|
|
$
|
140.6
|
|
Rig
|
|
Date of Sale
|
|
Segment
(1)
|
|
Net Proceeds
|
|
Net Book Value
(2)
|
|
Pre-tax(Loss)/Gain
|
|||||||
ENSCO DS-2
|
|
May 2016
|
|
Floaters
|
|
$
|
5.0
|
|
|
$
|
4.0
|
|
|
$
|
1.0
|
|
|
ENSCO 58
|
|
April 2016
|
|
Jackups
|
|
.7
|
|
|
.3
|
|
|
.4
|
|
||||
ENSCO 6000
|
|
April 2016
|
|
Floaters
|
|
.6
|
|
700,000
|
|
.8
|
|
|
(.2
|
)
|
|||
ENSCO 5001
|
|
December 2015
|
|
Floaters
|
|
2.4
|
|
|
2.5
|
|
|
(.1
|
)
|
||||
ENSCO 5002
|
|
June 2015
|
|
Floaters
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
ENSCO 5000
|
|
December 2014
|
|
Floaters
|
|
1.3
|
|
|
.5
|
|
|
.8
|
|
||||
ENSCO 93
(3)
|
|
September 2014
|
|
Jackups
|
|
51.7
|
|
|
52.9
|
|
|
(1.2
|
)
|
||||
ENSCO 85
|
|
April 2014
|
|
Jackups
|
|
64.4
|
|
|
54.1
|
|
|
10.3
|
|
||||
ENSCO 69 & Pride Wisconsin
(4)
|
|
January 2014
|
|
Jackups
|
|
32.2
|
|
|
8.6
|
|
|
23.6
|
|
||||
|
|
|
|
|
|
$
|
159.9
|
|
|
$
|
123.7
|
|
|
$
|
36.2
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
—
|
|
|
$
|
19.5
|
|
|
$
|
325.0
|
|
Operating expenses
|
|
3.1
|
|
|
39.5
|
|
|
372.0
|
|
|||
Operating loss
|
|
(3.1
|
)
|
|
(20.0
|
)
|
|
(47.0
|
)
|
|||
Income tax (benefit) expense
|
|
(10.1
|
)
|
|
(7.7
|
)
|
|
30.7
|
|
|||
Loss on impairment, net
|
|
—
|
|
|
(120.6
|
)
|
|
(1,158.8
|
)
|
|||
Gain on disposal of discontinued operations, net
|
|
1.1
|
|
|
4.3
|
|
|
37.3
|
|
|||
Income (loss) from discontinued operations
|
|
$
|
8.1
|
|
|
$
|
(128.6
|
)
|
|
$
|
(1,199.2
|
)
|
|
|
Cumulative Paid
(1)
|
|
2017
|
|
2018
|
|
2019
|
|
Total
(2)
|
||||||||||
ENSCO DS-10
(3)
|
|
$
|
245.4
|
|
|
$
|
234.0
|
|
|
$
|
—
|
|
|
$
|
75.0
|
|
|
$
|
554.4
|
|
ENSCO 123
|
|
57.5
|
|
|
8.0
|
|
|
215.3
|
|
|
—
|
|
|
280.8
|
|
|||||
|
|
$
|
302.9
|
|
|
$
|
242.0
|
|
|
$
|
215.3
|
|
|
$
|
75.0
|
|
|
$
|
835.2
|
|
(1)
|
Cumulative paid represents the aggregate amount of contractual payments made from commencement of the construction agreement through
December 31, 2016
.
|
(2)
|
Total commitments are based on fixed-price shipyard construction contracts, exclusive of costs associated with commissioning, systems integration testing, project management and capitalized interest.
|
(3)
|
In January 2017, we reached an agreement with the shipyard constructing ENSCO DS-10 to further delay delivery and
$75.0 million
of the final milestone payment until the first quarter of 2019, or such earlier date as we may elect to take delivery.
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
Revenues
|
$
|
1,771.1
|
|
|
$
|
929.5
|
|
|
$
|
75.8
|
|
|
$
|
2,776.4
|
|
|
$
|
—
|
|
|
$
|
2,776.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
725.0
|
|
|
516.8
|
|
|
59.2
|
|
|
1,301.0
|
|
|
—
|
|
|
1,301.0
|
|
||||||
Depreciation
|
304.1
|
|
|
123.7
|
|
|
—
|
|
|
427.8
|
|
|
17.5
|
|
|
445.3
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.8
|
|
|
100.8
|
|
||||||
Operating income
|
$
|
742.0
|
|
|
$
|
289.0
|
|
|
$
|
16.6
|
|
|
$
|
1,047.6
|
|
|
$
|
(118.3
|
)
|
|
$
|
929.3
|
|
Property and equipment, net
|
$
|
8,300.4
|
|
|
$
|
2,561.0
|
|
|
$
|
—
|
|
|
$
|
10,861.4
|
|
|
$
|
57.9
|
|
|
$
|
10,919.3
|
|
Capital expenditures
|
$
|
110.3
|
|
|
$
|
206.2
|
|
|
$
|
—
|
|
|
$
|
316.5
|
|
|
$
|
5.7
|
|
|
$
|
322.2
|
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
Revenues
|
$
|
2,466.0
|
|
|
$
|
1,445.6
|
|
|
$
|
151.8
|
|
|
$
|
4,063.4
|
|
|
$
|
—
|
|
|
$
|
4,063.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
1,052.8
|
|
|
693.5
|
|
|
123.3
|
|
|
1,869.6
|
|
|
—
|
|
|
1,869.6
|
|
||||||
Loss on impairment
|
1,778.4
|
|
|
968.0
|
|
|
|
|
|
2,746.4
|
|
|
—
|
|
|
2,746.4
|
|
||||||
Depreciation
|
382.4
|
|
|
175.7
|
|
|
—
|
|
|
558.1
|
|
|
14.4
|
|
|
572.5
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118.4
|
|
|
118.4
|
|
||||||
Operating (loss) income
|
$
|
(747.6
|
)
|
|
$
|
(391.6
|
)
|
|
$
|
28.5
|
|
|
$
|
(1,110.7
|
)
|
|
$
|
(132.8
|
)
|
|
$
|
(1,243.5
|
)
|
Property and equipment, net
|
$
|
8,535.6
|
|
|
$
|
2,481.2
|
|
|
$
|
—
|
|
|
$
|
11,016.8
|
|
|
$
|
71.0
|
|
|
$
|
11,087.8
|
|
Capital expenditures
|
$
|
1,176.6
|
|
|
$
|
434.7
|
|
|
$
|
—
|
|
|
$
|
1,611.3
|
|
|
$
|
8.2
|
|
|
$
|
1,619.5
|
|
|
Floaters
|
|
Jackups
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||
Revenues
|
$
|
2,697.6
|
|
|
$
|
1,774.6
|
|
|
$
|
92.3
|
|
|
$
|
4,564.5
|
|
|
$
|
—
|
|
|
$
|
4,564.5
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling
(exclusive of depreciation)
|
1,201.2
|
|
|
807.4
|
|
|
68.3
|
|
|
2,076.9
|
|
|
—
|
|
|
2,076.9
|
|
||||||
Loss on impairment
|
3,982.3
|
|
|
236.4
|
|
|
—
|
|
|
4,218.7
|
|
|
—
|
|
|
4,218.7
|
|
||||||
Depreciation
|
358.1
|
|
|
171.2
|
|
|
—
|
|
|
529.3
|
|
|
8.6
|
|
|
537.9
|
|
||||||
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.9
|
|
|
131.9
|
|
||||||
Operating (loss) income
|
$
|
(2,844.0
|
)
|
|
$
|
559.6
|
|
|
$
|
24.0
|
|
|
$
|
(2,260.4
|
)
|
|
$
|
(140.5
|
)
|
|
$
|
(2,400.9
|
)
|
Property and equipment, net
|
$
|
9,462.3
|
|
|
$
|
2,995.3
|
|
|
$
|
—
|
|
|
$
|
12,457.6
|
|
|
$
|
77.2
|
|
|
$
|
12,534.8
|
|
Capital expenditures
|
$
|
855.5
|
|
|
$
|
666.3
|
|
|
$
|
—
|
|
|
$
|
1,521.8
|
|
|
$
|
44.9
|
|
|
$
|
1,566.7
|
|
|
Floaters
|
|
Jackups
|
|
Total
|
North & South America
|
8
|
|
7
|
|
15
|
Europe & the Mediterranean
|
6
|
|
11
|
|
17
|
Middle East & Africa
|
1
|
|
11
|
|
12
|
Asia & Pacific Rim
|
4
|
|
7
|
|
11
|
Asia & Pacific Rim (under construction)
|
1
|
|
1
|
|
2
|
Held-For-Sale
|
1
|
|
1
|
|
2
|
Total
|
21
|
|
38
|
|
59
|
|
|
Long-lived Assets
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
2,898.3
|
|
|
$
|
4,731.8
|
|
|
$
|
5,240.4
|
|
Spain
|
|
2,334.5
|
|
|
757.0
|
|
|
—
|
|
|||
Singapore
|
|
1,388.4
|
|
|
832.9
|
|
|
126.7
|
|
|||
Angola
|
|
821.7
|
|
|
1,471.1
|
|
|
1,913.5
|
|
|||
United Kingdom
|
|
409.0
|
|
|
462.4
|
|
|
982.0
|
|
|||
Brazil
|
|
187.4
|
|
|
210.8
|
|
|
1,459.0
|
|
|||
Other countries
|
|
2,880.0
|
|
|
2,621.8
|
|
|
2,813.2
|
|
|||
Total
|
|
$
|
10,919.3
|
|
|
$
|
11,087.8
|
|
|
$
|
12,534.8
|
|
|
|
2016
|
|
2015
|
||||
Trade
|
|
$
|
358.4
|
|
|
$
|
595.0
|
|
Other
|
|
24.5
|
|
|
16.3
|
|
||
|
|
382.9
|
|
|
611.3
|
|
||
Allowance for doubtful accounts
|
|
(21.9
|
)
|
|
(29.3
|
)
|
||
|
|
$
|
361.0
|
|
|
$
|
582.0
|
|
|
|
2016
|
|
2015
|
||||
Inventory
|
|
$
|
225.2
|
|
|
$
|
235.3
|
|
Deferred costs
|
|
32.4
|
|
|
52.1
|
|
||
Prepaid taxes
|
|
30.7
|
|
|
73.5
|
|
||
Prepaid expenses
|
|
7.9
|
|
|
20.5
|
|
||
Other
|
|
19.8
|
|
|
20.4
|
|
||
|
|
$
|
316.0
|
|
|
$
|
401.8
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
$
|
69.3
|
|
|
$
|
94.8
|
|
Deferred costs
|
|
35.7
|
|
|
55.8
|
|
||
Prepaid taxes on intercompany transfers of property
|
|
33.0
|
|
|
37.1
|
|
||
Supplemental executive retirement plan assets
|
|
27.7
|
|
|
33.1
|
|
||
Other
|
|
10.2
|
|
|
16.8
|
|
||
|
|
$
|
175.9
|
|
|
$
|
237.6
|
|
|
|
2016
|
|
2015
|
||||
Personnel costs
|
|
$
|
124.0
|
|
|
$
|
161.6
|
|
Deferred revenue
|
|
116.7
|
|
|
197.2
|
|
||
Accrued interest
|
|
71.7
|
|
|
88.4
|
|
||
Taxes
|
|
40.7
|
|
|
70.8
|
|
||
Derivative liabilities
|
|
12.7
|
|
|
21.6
|
|
||
Other
|
|
10.8
|
|
|
11.3
|
|
||
|
|
$
|
376.6
|
|
|
$
|
550.9
|
|
|
|
2016
|
|
2015
|
||||
Unrecognized tax benefits (inclusive of interest and penalties)
|
|
$
|
142.9
|
|
|
$
|
149.7
|
|
Deferred revenue
|
|
120.9
|
|
|
218.6
|
|
||
Supplemental executive retirement plan liabilities
|
|
28.9
|
|
|
34.4
|
|
||
Personnel costs
|
|
13.5
|
|
|
17.7
|
|
||
Other
|
|
16.3
|
|
|
28.8
|
|
||
|
|
$
|
322.5
|
|
|
$
|
449.2
|
|
|
|
2016
|
|
2015
|
||||
Derivative instruments
|
|
$
|
13.6
|
|
|
$
|
6.6
|
|
Currency translation adjustment
|
|
7.6
|
|
|
7.8
|
|
||
Other
|
|
(2.2
|
)
|
|
(1.9
|
)
|
||
|
|
$
|
19.0
|
|
|
$
|
12.5
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Repair and maintenance expense
|
|
$
|
151.1
|
|
|
$
|
270.1
|
|
|
$
|
357.2
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
(Decrease) increase in liabilities
|
|
$
|
(316.6
|
)
|
|
$
|
(379.2
|
)
|
|
$
|
208.2
|
|
Decrease (increase) in accounts receivable
|
|
222.3
|
|
|
269.5
|
|
|
(38.5
|
)
|
|||
Decrease (increase) in other assets
|
|
86.1
|
|
|
25.7
|
|
|
(76.4
|
)
|
|||
|
|
$
|
(8.2
|
)
|
|
$
|
(84.0
|
)
|
|
$
|
93.3
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest, net of amounts capitalized
|
|
$
|
264.8
|
|
|
$
|
249.3
|
|
|
$
|
170.0
|
|
Income taxes
|
|
56.4
|
|
|
97.3
|
|
|
218.2
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Total
(1)
|
|
13
|
%
|
|
9
|
%
|
|
9
|
%
|
BP
(2)
|
|
12
|
%
|
|
18
|
%
|
|
16
|
%
|
Petrobras
(3)
|
|
9
|
%
|
|
14
|
%
|
|
9
|
%
|
Other
|
|
66
|
%
|
|
59
|
%
|
|
66
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
For the years ended December 31,
2016, 2015 and 2014
, all Total revenues were attributable to the Floater segment.
|
(2)
|
For the year ended December 31, 2016,
76%
,
17%
and
7%
of the revenues provided by BP were attributable to our Floaters, Other and Jackups segments, respectively. For the years ended December 31, 2015 and 2014,
81%
and
80%
of the revenues provided by BP, respectively, were attributable to our Floaters segment and the remaining revenues were attributable to our Other segment.
|
(3)
|
For the years ended December 31,
2016, 2015 and 2014
, all Petrobras revenues were attributable to our Floaters segment.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Angola
(1)
|
|
$
|
552.1
|
|
|
$
|
586.5
|
|
|
$
|
607.9
|
|
U.S. Gulf of Mexico
(2)
|
|
531.7
|
|
|
1,151.5
|
|
|
1,712.4
|
|
|||
Brazil
(3)
|
|
298.0
|
|
|
468.5
|
|
|
459.1
|
|
|||
United Kingdom
(4)
|
|
246.2
|
|
|
400.7
|
|
|
406.2
|
|
|||
Other
|
|
1,148.4
|
|
|
1,456.2
|
|
|
1,378.9
|
|
|||
|
|
$
|
2,776.4
|
|
|
$
|
4,063.4
|
|
|
$
|
4,564.5
|
|
(1)
|
For the years ended December 31,
2016, 2015 and 2014
,
87%
,
88%
and
100%
of the revenues earned in Angola, respectively, were attributable to our Floaters segment with the remaining revenues attributable to our Jackups segment.
|
(2)
|
For the years ended December 31,
2016, 2015 and 2014
,
82%
,
86%
and
79%
of the revenues earned in the U.S. Gulf of Mexico, respectively, were attributable to our Floaters segment. For the years ended December 31,
2016, 2015 and 2014
,
7%
,
9%
and
18%
of revenues were attributable to our Jackups segment.
|
(3)
|
For the years ended December 31,
2016, 2015 and 2014
, all revenues were attributable to our Floaters segment.
|
(4)
|
For the years ended December 31,
2016, 2015 and 2014
, all revenues were attributable to our Jackups segment.
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2016
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
OPERATING REVENUES
|
$
|
27.9
|
|
|
$
|
144.4
|
|
|
$
|
—
|
|
|
$
|
2,897.4
|
|
|
$
|
(293.3
|
)
|
|
$
|
2,776.4
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract drilling (exclusive of depreciation)
|
27.3
|
|
|
144.8
|
|
|
.1
|
|
|
1,422.1
|
|
|
(293.3
|
)
|
|
1,301.0
|
|
||||||
Depreciation
|
—
|
|
|
17.2
|
|
|
.4
|
|
|
427.7
|
|
|
—
|
|
|
445.3
|
|
||||||
General and administrative
|
36.2
|
|
|
.2
|
|
|
—
|
|
|
64.4
|
|
|
—
|
|
|
100.8
|
|
||||||
OPERATING (LOSS) INCOME
|
(35.6
|
)
|
|
(17.8
|
)
|
|
(.5
|
)
|
|
983.2
|
|
|
—
|
|
|
929.3
|
|
||||||
OTHER INCOME (EXPENSE), NET
|
152.9
|
|
|
(79.0
|
)
|
|
(76.6
|
)
|
|
7.8
|
|
|
63.1
|
|
|
68.2
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
117.3
|
|
|
(96.8
|
)
|
|
(77.1
|
)
|
|
991.0
|
|
|
63.1
|
|
|
997.5
|
|
||||||
INCOME TAX EXPENSE (BENEFIT)
|
—
|
|
|
.7
|
|
|
(.6
|
)
|
|
108.4
|
|
|
—
|
|
|
108.5
|
|
||||||
DISCONTINUED OPERATIONS, NET
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
||||||
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
|
772.9
|
|
|
205.7
|
|
|
125.7
|
|
|
—
|
|
|
(1,104.3
|
)
|
|
—
|
|
||||||
NET INCOME
|
890.2
|
|
|
108.2
|
|
|
49.2
|
|
|
890.7
|
|
|
(1,041.2
|
)
|
|
897.1
|
|
||||||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||||
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
890.2
|
|
|
$
|
108.2
|
|
|
$
|
49.2
|
|
|
$
|
883.8
|
|
|
$
|
(1,041.2
|
)
|
|
$
|
890.2
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2015
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
OPERATING REVENUES
|
$
|
31.7
|
|
|
$
|
163.5
|
|
|
$
|
—
|
|
|
$
|
4,199.4
|
|
|
$
|
(331.2
|
)
|
|
$
|
4,063.4
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Contract drilling (exclusive of depreciation)
|
29.2
|
|
|
163.5
|
|
|
—
|
|
|
2,008.1
|
|
|
(331.2
|
)
|
|
1,869.6
|
|
||||||
Loss on impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
2,746.4
|
|
|
—
|
|
|
2,746.4
|
|
||||||
Depreciation
|
.1
|
|
|
13.8
|
|
|
—
|
|
|
558.6
|
|
|
—
|
|
|
572.5
|
|
||||||
General and administrative
|
51.5
|
|
|
.2
|
|
|
—
|
|
|
66.7
|
|
|
—
|
|
|
118.4
|
|
||||||
OPERATING LOSS
|
(49.1
|
)
|
|
(14.0
|
)
|
|
—
|
|
|
(1,180.4
|
)
|
|
—
|
|
|
(1,243.5
|
)
|
||||||
OTHER (EXPENSE) INCOME, NET
|
(169.5
|
)
|
|
(28.6
|
)
|
|
(71.5
|
)
|
|
41.9
|
|
|
—
|
|
|
(227.7
|
)
|
||||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(218.6
|
)
|
|
(42.6
|
)
|
|
(71.5
|
)
|
|
(1,138.5
|
)
|
|
—
|
|
|
(1,471.2
|
)
|
||||||
INCOME TAX (BENEFIT) EXPENSE
|
—
|
|
|
(190.6
|
)
|
|
—
|
|
|
176.7
|
|
|
—
|
|
|
(13.9
|
)
|
||||||
DISCONTINUED OPERATIONS, NET
|
—
|
|
|
—
|
|
|
—
|
|
|
(128.6
|
)
|
|
—
|
|
|
(128.6
|
)
|
||||||
EQUITY LOSS IN AFFILIATES, NET OF TAX
|
(1,376.2
|
)
|
|
(1,672.8
|
)
|
|
(1,771.5
|
)
|
|
—
|
|
|
4,820.5
|
|
|
—
|
|
||||||
NET LOSS
|
(1,594.8
|
)
|
|
(1,524.8
|
)
|
|
(1,843.0
|
)
|
|
(1,443.8
|
)
|
|
4,820.5
|
|
|
(1,585.9
|
)
|
||||||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
||||||
NET LOSS ATTRIBUTABLE TO ENSCO
|
$
|
(1,594.8
|
)
|
|
$
|
(1,524.8
|
)
|
|
$
|
(1,843.0
|
)
|
|
$
|
(1,452.7
|
)
|
|
$
|
4,820.5
|
|
|
$
|
(1,594.8
|
)
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2014
(in millions)
|
||||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
|||||||||||||
OPERATING REVENUES
|
$
|
34.5
|
|
|
$
|
145.4
|
|
|
$
|
—
|
|
|
$
|
4,683.0
|
|
|
$
|
(298.4
|
)
|
|
$
|
4,564.5
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling (exclusive of depreciation)
|
31.8
|
|
|
145.4
|
|
|
—
|
|
|
2,198.1
|
|
|
(298.4
|
)
|
|
2,076.9
|
|
|||||||
Loss on impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
4,218.7
|
|
|
—
|
|
|
4,218.7
|
|
|||||||
Depreciation
|
.2
|
|
|
7.6
|
|
|
—
|
|
|
530.1
|
|
|
—
|
|
|
537.9
|
|
|||||||
General and administrative
|
52.0
|
|
|
.4
|
|
|
—
|
|
|
79.5
|
|
|
—
|
|
|
131.9
|
|
|||||||
OPERATING LOSS
|
(49.5
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
(2,343.4
|
)
|
|
|
—
|
|
|
(2,400.9
|
)
|
||||||
OTHER (EXPENSE) INCOME, NET
|
(67.0
|
)
|
|
(43.3
|
)
|
|
(54.7
|
)
|
|
17.1
|
|
|
—
|
|
|
(147.9
|
)
|
|||||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(116.5
|
)
|
|
(51.3
|
)
|
|
(54.7
|
)
|
|
(2,326.3
|
)
|
|
|
—
|
|
|
(2,548.8
|
)
|
||||||
INCOME TAX (BENEFIT) EXPENSE
|
—
|
|
|
(44.9
|
)
|
|
—
|
|
|
185.4
|
|
185.4
|
|
—
|
|
|
140.5
|
|
||||||
DISCONTINUED OPERATIONS, NET
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,199.2
|
)
|
|
—
|
|
|
(1,199.2
|
)
|
|||||||
EQUITY LOSS IN AFFILIATES, NET OF TAX
|
(3,786.1
|
)
|
|
(3,651.0
|
)
|
|
(3,744.3
|
)
|
|
—
|
|
|
11,181.4
|
|
|
—
|
|
|||||||
NET LOSS
|
(3,902.6
|
)
|
|
(3,657.4
|
)
|
|
(3,799.0
|
)
|
|
(3,710.9
|
)
|
|
|
11,181.4
|
|
|
(3,888.5
|
)
|
||||||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||||
NET LOSS ATTRIBUTABLE TO ENSCO
|
$
|
(3,902.6
|
)
|
|
$
|
(3,657.4
|
)
|
|
$
|
(3,799.0
|
)
|
|
$
|
(3,725.0
|
)
|
|
|
$
|
11,181.4
|
|
|
$
|
(3,902.6
|
)
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET INCOME
|
$
|
890.2
|
|
|
$
|
108.2
|
|
|
$
|
49.2
|
|
|
$
|
890.7
|
|
|
$
|
(1,041.2
|
)
|
|
$
|
897.1
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in fair value of derivatives
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||||
Reclassification of net losses on derivative instruments from other comprehensive income into net income
|
—
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(.5
|
)
|
|
—
|
|
|
(.5
|
)
|
||||||
NET OTHER COMPREHENSIVE INCOME (LOSS)
|
—
|
|
|
7.0
|
|
|
—
|
|
|
(.5
|
)
|
|
—
|
|
|
6.5
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COMPREHENSIVE INCOME
|
890.2
|
|
|
115.2
|
|
|
49.2
|
|
|
890.2
|
|
|
(1,041.2
|
)
|
|
903.6
|
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
890.2
|
|
|
$
|
115.2
|
|
|
$
|
49.2
|
|
|
$
|
883.3
|
|
|
$
|
(1,041.2
|
)
|
|
$
|
896.7
|
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET LOSS
|
$
|
(1,594.8
|
)
|
|
$
|
(1,524.8
|
)
|
|
$
|
(1,843.0
|
)
|
|
$
|
(1,443.8
|
)
|
|
$
|
4,820.5
|
|
|
$
|
(1,585.9
|
)
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in fair value of derivatives
|
—
|
|
|
(23.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.6
|
)
|
||||||
Reclassification of net gains on derivative instruments from other comprehensive income into net income
|
—
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||||
NET OTHER COMPREHENSIVE (LOSS) INCOME
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COMPREHENSIVE LOSS
|
(1,594.8
|
)
|
|
(1,526.2
|
)
|
|
(1,843.0
|
)
|
|
(1,441.8
|
)
|
|
4,820.5
|
|
|
(1,585.3
|
)
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO
|
$
|
(1,594.8
|
)
|
|
$
|
(1,526.2
|
)
|
|
$
|
(1,843.0
|
)
|
|
$
|
(1,450.7
|
)
|
|
$
|
4,820.5
|
|
|
$
|
(1,594.2
|
)
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET LOSS
|
$
|
(3,902.6
|
)
|
|
$
|
(3,657.4
|
)
|
|
$
|
(3,799.0
|
)
|
|
$
|
(3,710.9
|
)
|
|
$
|
11,181.4
|
|
|
$
|
(3,888.5
|
)
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in fair value of derivatives
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
||||||
Reclassification of net losses on derivative instruments from other comprehensive income into net income
|
—
|
|
|
(.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.9
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
||||||
NET OTHER COMPREHENSIVE (LOSS) INCOME
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
(6.3
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COMPREHENSIVE LOSS
|
(3,902.6
|
)
|
|
(3,670.0
|
)
|
|
(3,799.0
|
)
|
|
(3,704.6
|
)
|
|
11,181.4
|
|
|
(3,894.8
|
)
|
||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
(14.1
|
)
|
||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO
|
$
|
(3,902.6
|
)
|
|
$
|
(3,670.0
|
)
|
|
$
|
(3,799.0
|
)
|
|
$
|
(3,718.7
|
)
|
|
$
|
11,181.4
|
|
|
$
|
(3,908.9
|
)
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO
International Incorporated
|
|
Pride International LLC
|
|
Other
Non-guarantor
Subsidiaries of Ensco
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
892.6
|
|
|
$
|
—
|
|
|
$
|
19.8
|
|
|
$
|
247.3
|
|
|
$
|
—
|
|
|
$
|
1,159.7
|
|
Short-term investments
|
1,165.1
|
|
|
5.5
|
|
|
—
|
|
|
272.0
|
|
|
—
|
|
|
1,442.6
|
|
||||||
Accounts receivable, net
|
6.8
|
|
|
—
|
|
|
—
|
|
|
354.2
|
|
|
—
|
|
|
361.0
|
|
||||||
Accounts receivable from
affiliates
|
486.5
|
|
|
251.2
|
|
|
—
|
|
|
152.2
|
|
|
(889.9
|
)
|
|
—
|
|
||||||
Other
|
.1
|
|
|
6.8
|
|
|
—
|
|
|
309.1
|
|
|
—
|
|
|
316.0
|
|
||||||
Total current assets
|
2,551.1
|
|
|
263.5
|
|
|
19.8
|
|
|
1,334.8
|
|
|
(889.9
|
)
|
|
3,279.3
|
|
||||||
PROPERTY AND EQUIPMENT, AT COST
|
1.8
|
|
|
121.0
|
|
|
—
|
|
|
12,869.7
|
|
|
—
|
|
|
12,992.5
|
|
||||||
Less accumulated depreciation
|
1.8
|
|
|
63.8
|
|
|
—
|
|
|
2,007.6
|
|
|
—
|
|
|
2,073.2
|
|
||||||
Property and equipment, net
|
—
|
|
|
57.2
|
|
|
—
|
|
|
10,862.1
|
|
|
—
|
|
|
10,919.3
|
|
||||||
DUE FROM AFFILIATES
|
1,512.2
|
|
|
4,513.8
|
|
|
1,978.8
|
|
|
7,234.4
|
|
|
(15,239.2
|
)
|
|
—
|
|
||||||
INVESTMENTS IN AFFILIATES
|
8,557.7
|
|
|
3,462.3
|
|
|
1,061.3
|
|
|
—
|
|
|
(13,081.3
|
)
|
|
—
|
|
||||||
OTHER ASSETS, NET
|
—
|
|
|
81.5
|
|
|
—
|
|
|
181.1
|
|
|
(86.7
|
)
|
|
175.9
|
|
||||||
|
$
|
12,621.0
|
|
|
$
|
8,378.3
|
|
|
$
|
3,059.9
|
|
|
$
|
19,612.4
|
|
|
$
|
(29,297.1
|
)
|
|
$
|
14,374.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued
liabilities
|
$
|
44.1
|
|
|
$
|
45.2
|
|
|
$
|
28.3
|
|
|
$
|
404.9
|
|
|
$
|
—
|
|
|
$
|
522.5
|
|
Accounts payable to affiliates
|
38.8
|
|
|
208.4
|
|
|
5.9
|
|
|
636.9
|
|
|
(890.0
|
)
|
|
—
|
|
||||||
Current maturities of long-term
debt
|
187.1
|
|
|
—
|
|
|
144.8
|
|
|
—
|
|
|
—
|
|
|
331.9
|
|
||||||
Total current liabilities
|
270.0
|
|
|
253.6
|
|
|
179.0
|
|
|
1,041.8
|
|
|
(890.0
|
)
|
|
854.4
|
|
||||||
DUE TO AFFILIATES
|
1,375.8
|
|
|
5,367.6
|
|
|
2,040.7
|
|
|
6,455.0
|
|
|
(15,239.1
|
)
|
|
—
|
|
||||||
LONG-TERM DEBT
|
2,720.2
|
|
|
149.2
|
|
|
1,449.5
|
|
|
623.7
|
|
|
—
|
|
|
4,942.6
|
|
||||||
OTHER LIABILITIES
|
—
|
|
|
2.9
|
|
|
—
|
|
|
406.3
|
|
|
(86.7
|
)
|
|
322.5
|
|
||||||
ENSCO SHAREHOLDERS' EQUITY (DEFICIT)
|
8,255.0
|
|
|
2,605.0
|
|
|
(609.3
|
)
|
|
11,081.2
|
|
|
(13,081.3
|
)
|
|
8,250.6
|
|
||||||
NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||||
Total equity (deficit)
|
8,255.0
|
|
|
2,605.0
|
|
|
(609.3
|
)
|
|
11,085.6
|
|
|
(13,081.3
|
)
|
|
8,255.0
|
|
||||||
|
$
|
12,621.0
|
|
|
$
|
8,378.3
|
|
|
$
|
3,059.9
|
|
|
$
|
19,612.4
|
|
|
$
|
(29,297.1
|
)
|
|
$
|
14,374.5
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2015
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO
International Incorporated
|
|
Pride International LLC
|
|
Other
Non-guarantor
Subsidiaries of Ensco
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
94.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
25.3
|
|
|
$
|
—
|
|
|
$
|
121.3
|
|
Short-term investments
|
1,180.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,180.0
|
|
||||||
Accounts receivable, net
|
1.2
|
|
|
—
|
|
|
—
|
|
|
580.8
|
|
|
—
|
|
|
582.0
|
|
||||||
Accounts receivable from
affiliates
|
808.7
|
|
|
237.3
|
|
|
—
|
|
|
148.1
|
|
|
(1,194.1
|
)
|
|
—
|
|
||||||
Other
|
0.2
|
|
|
229.3
|
|
|
—
|
|
|
172.3
|
|
|
—
|
|
|
401.8
|
|
||||||
Total current assets
|
2,084.1
|
|
|
466.6
|
|
|
2.0
|
|
|
926.5
|
|
|
(1,194.1
|
)
|
|
2,285.1
|
|
||||||
PROPERTY AND EQUIPMENT, AT COST
|
1.8
|
|
|
117.5
|
|
|
—
|
|
|
12,600.1
|
|
|
—
|
|
|
12,719.4
|
|
||||||
Less accumulated depreciation
|
1.8
|
|
|
47.7
|
|
|
—
|
|
|
1,582.1
|
|
|
—
|
|
|
1,631.6
|
|
||||||
Property and equipment, net
|
—
|
|
|
69.8
|
|
|
—
|
|
|
11,018.0
|
|
|
—
|
|
|
11,087.8
|
|
||||||
DUE FROM AFFILIATES
|
1,303.7
|
|
|
5,270.0
|
|
|
2,035.5
|
|
|
6,869.9
|
|
|
(15,479.1
|
)
|
|
—
|
|
||||||
INVESTMENTS IN AFFILIATES
|
7,743.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,743.8
|
)
|
|
—
|
|
||||||
OTHER ASSETS, NET
|
—
|
|
|
43.1
|
|
|
—
|
|
|
324.9
|
|
|
(130.4
|
)
|
|
237.6
|
|
||||||
|
$
|
11,131.6
|
|
|
$
|
5,849.5
|
|
|
$
|
2,037.5
|
|
|
$
|
19,139.3
|
|
|
$
|
(24,547.4
|
)
|
|
$
|
13,610.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued
liabilities
|
$
|
60.7
|
|
|
$
|
69.6
|
|
|
$
|
34.8
|
|
|
$
|
610.4
|
|
|
$
|
—
|
|
|
$
|
775.5
|
|
Accounts payable to affiliates
|
19.4
|
|
|
176.3
|
|
|
—
|
|
|
998.4
|
|
|
(1,194.1
|
)
|
|
—
|
|
||||||
Current maturities of long-term
debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total current liabilities
|
80.1
|
|
|
245.9
|
|
|
34.8
|
|
|
1,608.8
|
|
|
(1,194.1
|
)
|
|
775.5
|
|
||||||
DUE TO AFFILIATES
|
751.9
|
|
|
4,354.3
|
|
|
1,763.7
|
|
|
8,609.2
|
|
|
(15,479.1
|
)
|
|
—
|
|
||||||
LONG-TERM DEBT
|
3,782.4
|
|
|
149.0
|
|
|
1,937.2
|
|
|
—
|
|
|
—
|
|
|
5,868.6
|
|
||||||
INVESTMENTS IN AFFILIATES
|
—
|
|
|
442.0
|
|
|
1,319.3
|
|
|
—
|
|
|
(1,761.3
|
)
|
|
—
|
|
||||||
OTHER LIABILITIES
|
—
|
|
|
135.7
|
|
|
—
|
|
|
443.9
|
|
|
(130.4
|
)
|
|
449.2
|
|
||||||
ENSCO SHAREHOLDERS' EQUITY
|
6,517.2
|
|
|
522.6
|
|
|
(3,017.5
|
)
|
|
8,473.1
|
|
|
(5,982.5
|
)
|
|
6,512.9
|
|
||||||
NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
||||||
Total equity (deficit)
|
6,517.2
|
|
|
522.6
|
|
|
(3,017.5
|
)
|
|
8,477.4
|
|
|
(5,982.5
|
)
|
|
6,517.2
|
|
||||||
|
$
|
11,131.6
|
|
|
$
|
5,849.5
|
|
|
$
|
2,037.5
|
|
|
$
|
19,139.3
|
|
|
$
|
(24,547.4
|
)
|
|
$
|
13,610.5
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2016
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash (used in) provided by
operating
activities of continuing operations
|
$
|
(101.3
|
)
|
|
$
|
(46.5
|
)
|
|
$
|
(116.9
|
)
|
|
$
|
1,342.1
|
|
|
$
|
—
|
|
|
$
|
1,077.4
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of short-term investments
|
(2,047.1
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
(422.0
|
)
|
|
—
|
|
|
(2,474.6
|
)
|
||||||
Maturities of short-term investments
|
2,062.0
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
2,212.0
|
|
||||||
Additions to property and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(322.2
|
)
|
|
—
|
|
|
(322.2
|
)
|
||||||
Net proceeds from disposition of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
||||||
Purchase of affiliate debt
|
(237.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237.9
|
|
|
—
|
|
||||||
Net cash used in investing activities of continuing operations
|
(223.0
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
(584.4
|
)
|
|
237.9
|
|
|
(575.0
|
)
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reduction of long-term
borrowings
|
(626.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237.9
|
)
|
|
(863.9
|
)
|
||||||
Proceeds from debt issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
849.5
|
|
|
—
|
|
|
849.5
|
|
||||||
Proceeds from equity issuance
|
585.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585.5
|
|
||||||
Debt financing costs
|
(23.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.4
|
)
|
||||||
Cash dividends paid
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
||||||
Advances from (to) affiliates
|
1,200.6
|
|
|
52.0
|
|
|
134.7
|
|
|
(1,387.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
(7.1
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
1,122.9
|
|
|
52.0
|
|
|
134.7
|
|
|
(542.7
|
)
|
|
(237.9
|
)
|
|
529.0
|
|
||||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
||||||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
798.6
|
|
|
—
|
|
|
17.8
|
|
|
222.0
|
|
|
—
|
|
|
1,038.4
|
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
94.0
|
|
|
—
|
|
|
2.0
|
|
|
25.3
|
|
|
—
|
|
|
121.3
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
892.6
|
|
|
$
|
—
|
|
|
$
|
19.8
|
|
|
$
|
247.3
|
|
|
$
|
—
|
|
|
$
|
1,159.7
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2015
(in millions)
|
|||||||||||||||||||||||
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International LLC
|
|
Other Non-guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash (used in) provided by
operating
activities of continuing operations
|
$
|
(71.1
|
)
|
|
$
|
2.0
|
|
|
$
|
(114.0
|
)
|
|
$
|
1,881.0
|
|
|
$
|
—
|
|
|
$
|
1,697.9
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Additions to property and
equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,619.5
|
)
|
|
—
|
|
|
(1,619.5
|
)
|
||||||
Purchases of short-term investments
|
(1,780.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,780.0
|
)
|
||||||
Net proceeds from disposition of assets
|
.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.6
|
|
||||||
Maturities of short-term investments
|
1,312.0
|
|
|
—
|
|
|
—
|
|
|
45.3
|
|
|
—
|
|
|
1,357.3
|
|
||||||
Net cash used in investing activities of continuing operations
|
(467.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,572.9
|
)
|
|
—
|
|
|
(2,040.6
|
)
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Proceeds from debt issuance
|
1,078.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078.7
|
|
||||||
Cash dividends paid
|
(141.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141.2
|
)
|
||||||
Reduction of long-term
borrowings
|
(1,072.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,072.5
|
)
|
||||||
Premium paid on redemption of debt
|
(30.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.3
|
)
|
||||||
Debt financing costs
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
||||||
Advances from (to) affiliates
|
526.2
|
|
|
(2.0
|
)
|
|
25.2
|
|
|
(549.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
(16.0
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
345.4
|
|
|
(2.0
|
)
|
|
25.2
|
|
|
(560.4
|
)
|
|
—
|
|
|
(191.8
|
)
|
||||||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
(10.9
|
)
|
||||||
Investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
(8.7
|
)
|
||||||
Effect of exchange rate changes
on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(.3
|
)
|
|
—
|
|
|
(.3
|
)
|
||||||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(193.4
|
)
|
|
—
|
|
|
(88.8
|
)
|
|
(261.3
|
)
|
|
—
|
|
|
(543.5
|
)
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
287.4
|
|
|
—
|
|
|
90.8
|
|
|
286.6
|
|
|
—
|
|
|
664.8
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
94.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
25.3
|
|
|
$
|
—
|
|
|
$
|
121.3
|
|
2016
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
Operating revenues
|
$
|
814.0
|
|
|
$
|
909.6
|
|
|
$
|
548.2
|
|
|
$
|
504.6
|
|
|
$
|
2,776.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Contract drilling (exclusive of depreciation)
|
363.7
|
|
|
350.2
|
|
|
298.1
|
|
|
289.0
|
|
|
1,301.0
|
|
|||||
Depreciation
|
113.3
|
|
|
112.4
|
|
|
109.4
|
|
|
110.2
|
|
|
445.3
|
|
|||||
General and administrative
|
23.4
|
|
|
27.4
|
|
|
25.3
|
|
|
24.7
|
|
|
100.8
|
|
|||||
Operating income
|
313.6
|
|
|
419.6
|
|
|
115.4
|
|
|
80.7
|
|
|
929.3
|
|
|||||
Other (expense) income, net
|
(64.6
|
)
|
|
209.9
|
|
|
(30.9
|
)
|
|
(46.2
|
)
|
|
68.2
|
|
|||||
Income from continuing operations before income taxes
|
249.0
|
|
|
629.5
|
|
|
84.5
|
|
|
34.5
|
|
|
997.5
|
|
|||||
Income tax expense (benefit)
|
71.4
|
|
|
36.7
|
|
|
(3.5
|
)
|
|
3.9
|
|
|
108.5
|
|
|||||
Income from continuing operations
|
177.6
|
|
|
592.8
|
|
|
88.0
|
|
|
30.6
|
|
|
889.0
|
|
|||||
(Loss) income from discontinued operations, net
|
(.9
|
)
|
|
(.2
|
)
|
|
(.7
|
)
|
|
9.9
|
|
|
8.1
|
|
|||||
Net income
|
176.7
|
|
|
592.6
|
|
|
87.3
|
|
|
40.5
|
|
|
897.1
|
|
|||||
Net income attributable to noncontrolling interests
|
(1.4
|
)
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|
(6.9
|
)
|
|||||
Net income attributable to Ensco
|
$
|
175.3
|
|
|
$
|
590.6
|
|
|
$
|
85.3
|
|
|
$
|
39.0
|
|
|
$
|
890.2
|
|
Earnings per share – basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.74
|
|
|
$
|
2.04
|
|
|
$
|
0.28
|
|
|
$
|
0.10
|
|
|
$
|
3.10
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.03
|
|
|||||
|
$
|
0.74
|
|
|
$
|
2.04
|
|
|
$
|
0.28
|
|
|
$
|
0.13
|
|
|
$
|
3.13
|
|
2015
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
Operating revenues
|
$
|
1,163.9
|
|
|
$
|
1,059.0
|
|
|
$
|
1,012.2
|
|
|
$
|
828.3
|
|
|
$
|
4,063.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Contract drilling (exclusive of depreciation)
|
518.3
|
|
|
502.6
|
|
|
433.5
|
|
|
415.2
|
|
|
1,869.6
|
|
|||||
Loss on impairment
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2,744.0
|
|
|
2,746.4
|
|
|||||
Depreciation
|
137.1
|
|
|
140.5
|
|
|
145.2
|
|
|
149.7
|
|
|
572.5
|
|
|||||
General and administrative
|
30.1
|
|
|
29.7
|
|
|
28.4
|
|
|
30.2
|
|
|
118.4
|
|
|||||
Operating income (loss)
|
478.4
|
|
|
386.2
|
|
|
402.7
|
|
|
(2,510.8
|
)
|
|
(1,243.5
|
)
|
|||||
Other expense, net
|
(72.6
|
)
|
|
(55.4
|
)
|
|
(52.4
|
)
|
|
(47.3
|
)
|
|
(227.7
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
405.8
|
|
|
330.8
|
|
|
350.3
|
|
|
(2,558.1
|
)
|
|
(1,471.2
|
)
|
|||||
Income tax expense (benefit)
|
77.7
|
|
|
58.0
|
|
|
33.2
|
|
|
(182.8
|
)
|
|
(13.9
|
)
|
|||||
Income (loss) from continuing operations
|
328.1
|
|
|
272.8
|
|
|
317.1
|
|
|
(2,375.3
|
)
|
|
(1,457.3
|
)
|
|||||
Loss from discontinued operations, net
|
(.2
|
)
|
|
(10.1
|
)
|
|
(23.3
|
)
|
|
(95.0
|
)
|
|
(128.6
|
)
|
|||||
Net income (loss)
|
327.9
|
|
|
262.7
|
|
|
293.8
|
|
|
(2,470.3
|
)
|
|
(1,585.9
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(3.2
|
)
|
|
(2.4
|
)
|
|
(1.8
|
)
|
|
(1.5
|
)
|
|
(8.9
|
)
|
|||||
Net income (loss) attributable to Ensco
|
$
|
324.7
|
|
|
$
|
260.3
|
|
|
$
|
292.0
|
|
|
$
|
(2,471.8
|
)
|
|
$
|
(1,594.8
|
)
|
Earnings (loss) per share – basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
1.38
|
|
|
$
|
1.15
|
|
|
$
|
1.34
|
|
|
$
|
(10.23
|
)
|
|
$
|
(6.33
|
)
|
Discontinued operations
|
—
|
|
|
(0.04
|
)
|
|
(0.10
|
)
|
|
(0.41
|
)
|
|
(0.55
|
)
|
|||||
|
$
|
1.38
|
|
|
$
|
1.11
|
|
|
$
|
1.24
|
|
|
$
|
(10.64
|
)
|
|
$
|
(6.88
|
)
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(1)
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation
plans approved by
security holders
|
|
172,674
|
|
|
$
|
44.52
|
|
|
16,046,710
|
|
Equity compensation
plans not approved by
security holders
(2)
|
|
109,559
|
|
|
36.33
|
|
|
—
|
|
|
Total
|
|
282,233
|
|
|
$
|
41.51
|
|
|
16,046,710
|
|
(1)
|
Under the 2012 LTIP, 16.0 million shares remained available for future issuances of non-vested share awards, share option awards and performance awards as of December 31, 2016. We intend to settle our performance awards in Ensco shares.
|
(2)
|
In connection with the Pride acquisition, we assumed Pride’s option plan and the outstanding options thereunder. As of December 31, 2016, options to purchase 109,559 shares at a weighted-average exercise price of $36.33 per share were outstanding under this plan. No shares are available for future issuance under this plan, no further options will be granted under this plan and the plan will be terminated upon the earlier of the exercise or expiration date of the last outstanding option.
|
(a)
|
The following documents are filed as part of this report:
|
|
|
1. Financial Statements
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Operations
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Notes to Consolidated Financial Statements
|
|
|
2. Financial Statement Schedules:
|
|
|
The schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable or provided elsewhere in the financial statements and, therefore, have been omitted.
|
|
|
3. Exhibits
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
|
|
3.2
|
|
Articles of Association of Ensco plc (incorporated by reference to Annex 2 to the Registrant's Proxy Statement on Form DEF 14A filed on April 5, 2013, as adopted by Special Resolution passed on May 20, 2013, File No. 1-8097).
|
|
|
|
3.3
|
|
Articles of Association adopted by Ensco Jersey Finance Limited, a wholly owned subsidiary of the Registrant on December 6, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
|
4.1
|
|
Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on November 24, 1997, File No. 1-8097).
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated December 22, 2009, among ENSCO International Incorporated, Ensco International plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
4.4
|
|
Form of Debenture (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
|
|
|
|
4.5
|
|
Indenture, dated July 1, 2004, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (successor to JPMorgan Chase Bank) (incorporated by reference to Exhibit 4.1 to Pride's Registration Statement on Form S-4 filed on August 10, 2004, File No. 333-118104).
|
|
|
|
4.6
|
|
Second Supplemental Indenture, dated June 2, 2009, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (incorporated by reference to Exhibit 4.1 to Pride's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 1-13289).
|
|
|
|
4.7
|
|
Third Supplemental Indenture, dated August 6, 2010, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (incorporated by reference to Exhibit 4.3 to Pride's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, File No. 1-13289).
|
|
|
|
4.8
|
|
Fourth Supplemental Indenture, dated May 31, 2011, among Ensco plc, Pride International, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
|
|
|
|
4.9
|
|
Form of Guarantee by Ensco plc (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
|
|
|
|
4.10
|
|
Indenture, dated March 17, 2011, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.22 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
|
|
|
|
4.11
|
|
First Supplemental Indenture, dated March 17, 2011, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
|
|
|
|
4.12
|
|
Second Supplemental Indenture, dated as of September 29, 2014, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
|
|
|
|
4.13
|
|
Third Supplemental Indenture, dated as of March 12, 2015, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
|
|
|
|
4.14
|
|
Fourth Supplemental Indenture, dated as of January 9, 2015, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
|
4.15
|
|
Form of Note for 4.50% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
|
|
|
|
4.16
|
|
Form of Note for 5.75% Senior Notes due 2044 (incorporated by reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
|
|
|
|
4.17
|
|
Form of Note for 5.20% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
|
|
|
|
4.18
|
|
Form of Global Note for 4.700% Senior Notes due 2021 (incorporated by reference to Exhibit B of Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
|
|
|
|
4.19
|
|
Form of Note for 8.00% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
|
|
|
|
4.20
|
|
Registration Rights Agreement dated as of January 9, 2017 by and between the Company and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and DNB Markets, Inc. (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
|
|
|
|
4.21
|
|
Form of Deed of Release of Shareholders (incorporated by reference to Annex A to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
|
|
|
|
4.22
|
|
Indenture, dated as of December 12, 2016, among Ensco plc, Ensco Jersey Finance Limited and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
|
|
|
|
4.23
|
|
Form of 3.00% Exchangeable Senior Note due 2024 (incorporated by reference to Exhibit A of Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
included as Exhibit A to Exhibit 4.1)
|
|
|
|
4.24
|
|
Deed Poll, dated as of December 12, 2016, executed by Ensco plc (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
|
|
|
|
10.1
|
|
Fourth Amended and Restated Credit Agreement, dated May 7, 2013, by and among Ensco plc, and Pride International, Inc., as Borrowers, the Banks named therein, Citibank, N.A., as Administrative Agent, DNB Bank ASA, as Syndication Agent, Deutsche Bank Securities Inc., HSBC Bank USA, NA and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Citigroup Global Markets Inc., DNB Markets, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 13, 2013, File No. 1-8097).
|
|
|
|
10.2
|
|
First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 30, 2014, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on October 1, 2014 File No. 1-8097).
|
|
|
|
10.3
|
|
Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 9, 2015, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on March 12, 2015 File No. 1-8097).
|
|
|
|
10.4
|
|
Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 1, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
|
10.5
|
|
Extension Agreement to Fourth Amended and Restated Credit Agreement, dated October 4, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
|
10.6
|
|
Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on December 16, 2016 File No. 1-8097).
|
|
|
|
+10.7
|
|
Form of Deed of Release of Directors (incorporated by reference to Annex B to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
|
|
|
|
+10.8
|
|
Form of Deed of Indemnity for Directors and Executive Officers of Ensco plc (incorporated by reference to Exhibit 10.27 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 1-8097).
|
|
|
|
+10.9
|
|
ENSCO Non-Employee Director Deferred Compensation Plan, effective January 1, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
|
|
|
|
+10.10
|
|
Amendment No. 1 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated March 11, 2008 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
|
|
|
|
+10.11
|
|
Amendment No. 2 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated August 4, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
|
|
|
|
+10.12
|
|
Amendment No. 3 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated December 22, 2009 (incorporated by reference to Exhibit 10.11 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.13
|
|
Amendment No. 4 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated May 14, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.14
|
|
ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
|
|
|
|
+10.15
|
|
Amendment No. 1 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated March 11, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
|
|
|
|
+10.16
|
|
Amendment No. 2 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated November 4, 2008 (incorporated by reference to Exhibit 10.57 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
|
|
|
|
+10.17
|
|
Amendment No. 3 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated August 4, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
|
|
|
|
+10.18
|
|
Amendment No. 4 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated December 22, 2009 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.19
|
|
Amendment No. 5 to the Ensco Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated May 14, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.20
|
|
ENSCO Supplemental Executive Retirement Plan and Non-Employee Director Deferred Compensation Plan Trust Agreement (As Revised and Restated Effective January 1, 2004), dated August 27, 2003 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
|
|
|
|
+10.21
|
|
ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 4, 2008 (incorporated by reference to Exhibit 10.56 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
|
|
|
|
+10.22
|
|
Amendment No. 1 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated August 4, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
|
|
|
|
+10.23
|
|
Amendment No. 2 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 3, 2009 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-8097).
|
|
|
|
+10.24
|
|
Amendment No. 3 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated December 22, 2009 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.25
|
|
Amendment No. 4 to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.26
|
|
Amendment No. 5 to the Ensco 2005 Amended and Restated Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.27
|
|
ENSCO 2005 Benefit Reserve Trust, effective January 1, 2005 (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on January 5, 2005, File No. 1-8097).
|
|
|
|
+10.28
|
|
Deed of Assumption relating to Equity Incentive Plans of ENSCO International Incorporated, dated December 22, 2009, executed by Ensco International plc (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.29
|
|
ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco International plc as of December 23, 2009), effective December 23, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.30
|
|
First Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated March 1, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ending March 31, 2011, File No. 1-8097).
|
|
|
|
+10.31
|
|
Second Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), effective August 23, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ending September 30, 2011, File No. 1-8097).
|
|
|
|
+10.32
|
|
Third Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated May 14, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.33
|
|
Fourth Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ending June 30, 2013, File No. 1-8097).
|
|
|
|
+10.34
|
|
Form of ENSCO International Incorporated 2005 Long-Term Incentive Plan Performance Unit Award Agreement Terms and Conditions (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on November 6, 2009, File No. 1-8097).
|
|
|
|
+10.35
|
|
Form of Ensco Performance-Based Long-Term Incentive Award Summary (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on November 6, 2009, File No. 1-8097).
|
|
|
|
+10.36
|
|
Amended and Restated ENSCO International Incorporated 2005 Cash Incentive Plan (as revised and restated for amendments through March 30, 2015) (incorporated by reference to Annex 3 to the Registrant's Proxy Statement on Schedule 14A filed on April 3, 2015, File No. 1-8097).
|
|
|
|
+10.37
|
|
Form of Deed of Indemnity of Ensco International plc (incorporated by reference to Exhibit 10.13 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.38
|
|
Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2012 (incorporated by reference to Annex A to the Registrant's Proxy Statement filed on April 4, 2012, File No. 1-8097).
|
|
|
|
+10.39
|
|
First Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective August 21, 2012 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8097).
|
|
|
|
+10.40
|
|
Second Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-8097).
|
|
|
|
+10.41
|
|
Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2015, File No. 1-8097).
|
+10.42
|
|
Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 25, 2016, File No. 1-8097).
|
|
|
|
+10.43
|
|
Deed of Variation among Ensco Global Resources Limited, Carl Trowell and Ensco Services Limited, dated June 2, 2014, together with the Employment Agreement between Ensco Global Resources Limited and Carl Trowell, dated May 3, 2014 and attached as a schedule to the Deed of Variation (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2014, File No. 1-8097).
|
|
|
|
+10.44
|
|
Form of Deed of Indemnity entered into between Ensco plc and Carl Trowell as of June 2, 2014 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2014, File No. 1-8097).
|
|
|
|
+10.45
|
|
Form of Change in Control Severance Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016, File No. 1-8097).
|
|
|
|
*12.1
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
*21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
*23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
*31.1
|
|
Certification of the Chief Executive Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*31.2
|
|
Certification of the Chief Financial Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
**32.1
|
|
Certification of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
**32.2
|
|
Certification of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
*
**
+
|
|
Filed herewith.
Furnished herewith.
Management contracts or compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
Ensco plc
(Registrant)
|
|
By
/s/ CARL G. TROWELL
Carl G. Trowell
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ CARL G. TROWELL
Carl G. Trowell
|
|
President and Chief Executive Officer and Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ PAUL E. ROWSEY III
Paul E. Rowsey III
|
|
Chairman
|
|
February 28, 2017
|
|
|
|
|
|
/s/ J. RODERICK CLARK
J. Roderick Clark
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ ROXANNE J. DECYK
Roxanne J. Decyk
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ MARY E. FRANCIS CBE
Mary E. Francis CBE
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ C. CHRISTOPHER GAUT
C. Christopher Gaut
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ GERALD W. HADDOCK
Gerald W. Haddock
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ FRANCIS S. KALMAN
Francis S. Kalman
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ KEITH O. RATTIE
Keith O. Rattie
|
|
Director
|
|
February 28, 2017
|
|
|
|
|
|
/s/ JONATHAN H. BAKSHT
Jonathan H. Baksht
|
|
Senior Vice President and
Chief Financial Officer
(principal financial officer)
|
|
February 28, 2017
|
|
|
|
|
|
/s/ ROBERT W. EDWARDS III
Robert W. Edwards III
|
|
Vice President - Finance (principal accounting officer)
|
|
February 28, 2017
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
|
|
3.2
|
|
Articles of Association of Ensco plc (incorporated by reference to Annex 2 to the Registrant's Proxy Statement on Form DEF 14A filed on April 5, 2013, as adopted by Special Resolution passed on May 20, 2013, File No. 1-8097).
|
|
|
|
3.3
|
|
Articles of Association adopted by Ensco Jersey Finance Limited, a wholly owned subsidiary of the Registrant on December 6, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
|
4.1
|
|
Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on November 24, 1997, File No. 1-8097).
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4.3
|
|
Second Supplemental Indenture, dated December 22, 2009, among ENSCO International Incorporated, Ensco International plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
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4.4
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|
Form of Debenture (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
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4.5
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|
Indenture, dated July 1, 2004, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (successor to JPMorgan Chase Bank) (incorporated by reference to Exhibit 4.1 to Pride's Registration Statement on Form S-4 filed on August 10, 2004, File No. 333-118104).
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4.6
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|
Second Supplemental Indenture, dated June 2, 2009, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (incorporated by reference to Exhibit 4.1 to Pride's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 1-13289).
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4.7
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|
Third Supplemental Indenture, dated August 6, 2010, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (incorporated by reference to Exhibit 4.3 to Pride's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, File No. 1-13289).
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4.8
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|
Fourth Supplemental Indenture, dated May 31, 2011, among Ensco plc, Pride International, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
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4.9
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|
Form of Guarantee by Ensco plc (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
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4.10
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|
Indenture, dated March 17, 2011, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.22 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
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4.11
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|
First Supplemental Indenture, dated March 17, 2011, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
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4.12
|
|
Second Supplemental Indenture, dated as of September 29, 2014, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
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4.13
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|
Third Supplemental Indenture, dated as of March 12, 2015, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
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4.14
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|
Fourth Supplemental Indenture, dated as of January 9, 2015, between Ensco plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
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4.15
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|
Form of Note for 4.50% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
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4.16
|
|
Form of Note for 5.75% Senior Notes due 2044 (incorporated by reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
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4.17
|
|
Form of Note for 5.20% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
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|
4.18
|
|
Form of Global Note for 4.700% Senior Notes due 2021 (incorporated by reference to Exhibit B of Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
|
4.19
|
|
Form of Note for 8.00% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
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4.20
|
|
Registration Rights Agreement dated as of January 9, 2017 by and between the Company and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and DNB Markets, Inc. (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
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4.21
|
|
Form of Deed of Release of Shareholders (incorporated by reference to Annex A to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
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|
4.22
|
|
Indenture, dated as of December 12, 2016, among Ensco plc, Ensco Jersey Finance Limited and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
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4.23
|
|
Form of 3.00% Exchangeable Senior Note due 2024 (incorporated by reference to Exhibit A of Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
included as Exhibit A to Exhibit 4.1)
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|
4.24
|
|
Deed Poll, dated as of December 12, 2016, executed by Ensco plc (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
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10.1
|
|
Fourth Amended and Restated Credit Agreement, dated May 7, 2013, by and among Ensco plc, and Pride International, Inc., as Borrowers, the Banks named therein, Citibank, N.A., as Administrative Agent, DNB Bank ASA, as Syndication Agent, Deutsche Bank Securities Inc., HSBC Bank USA, NA and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Citigroup Global Markets Inc., DNB Markets, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 13, 2013, File No. 1-8097).
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10.2
|
|
First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 30, 2014, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on October 1, 2014 File No. 1-8097).
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10.3
|
|
Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 9, 2015, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on March 12, 2015 File No. 1-8097).
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10.4
|
|
Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 1, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
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10.5
|
|
Extension Agreement to Fourth Amended and Restated Credit Agreement, dated October 4, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
|
10.6
|
|
Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on December 16, 2016 File No. 1-8097).
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+10.7
|
|
Form of Deed of Release of Directors (incorporated by reference to Annex B to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
|
|
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|
+10.8
|
|
Form of Deed of Indemnity for Directors and Executive Officers of Ensco plc (incorporated by reference to Exhibit 10.27 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 1-8097).
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|
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+10.9
|
|
ENSCO Non-Employee Director Deferred Compensation Plan, effective January 1, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
|
|
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|
+10.10
|
|
Amendment No. 1 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated March 11, 2008 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
|
|
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|
+10.11
|
|
Amendment No. 2 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated August 4, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
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|
+10.12
|
|
Amendment No. 3 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated December 22, 2009 (incorporated by reference to Exhibit 10.11 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
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+10.13
|
|
Amendment No. 4 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated May 14, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
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|
+10.14
|
|
ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
|
|
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|
+10.15
|
|
Amendment No. 1 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated March 11, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
|
|
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|
+10.16
|
|
Amendment No. 2 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated November 4, 2008 (incorporated by reference to Exhibit 10.57 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
|
|
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|
+10.17
|
|
Amendment No. 3 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated August 4, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
|
|
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|
+10.18
|
|
Amendment No. 4 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated December 22, 2009 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
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|
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|
+10.19
|
|
Amendment No. 5 to the Ensco Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated May 14, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
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|
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|
+10.20
|
|
ENSCO Supplemental Executive Retirement Plan and Non-Employee Director Deferred Compensation Plan Trust Agreement (As Revised and Restated Effective January 1, 2004), dated August 27, 2003 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
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+10.21
|
|
ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 4, 2008 (incorporated by reference to Exhibit 10.56 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
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|
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|
+10.22
|
|
Amendment No. 1 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated August 4, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
|
|
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|
+10.23
|
|
Amendment No. 2 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 3, 2009 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-8097).
|
|
|
|
+10.24
|
|
Amendment No. 3 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated December 22, 2009 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
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|
+10.25
|
|
Amendment No. 4 to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
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|
+10.26
|
|
Amendment No. 5 to the Ensco 2005 Amended and Restated Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.27
|
|
ENSCO 2005 Benefit Reserve Trust, effective January 1, 2005 (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on January 5, 2005, File No. 1-8097).
|
|
|
|
+10.28
|
|
Deed of Assumption relating to Equity Incentive Plans of ENSCO International Incorporated, dated December 22, 2009, executed by Ensco International plc (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.29
|
|
ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco International plc as of December 23, 2009), effective December 23, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.30
|
|
First Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated March 1, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ending March 31, 2011, File No. 1-8097).
|
|
|
|
+10.31
|
|
Second Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), effective August 23, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ending September 30, 2011, File No. 1-8097).
|
|
|
|
+10.32
|
|
Third Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated May 14, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
|
|
+10.33
|
|
Fourth Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ending June 30, 2013, File No. 1-8097).
|
|
|
|
+10.34
|
|
Form of ENSCO International Incorporated 2005 Long-Term Incentive Plan Performance Unit Award Agreement Terms and Conditions (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on November 6, 2009, File No. 1-8097).
|
|
|
|
+10.35
|
|
Form of Ensco Performance-Based Long-Term Incentive Award Summary (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on November 6, 2009, File No. 1-8097).
|
|
|
|
+10.36
|
|
Amended and Restated ENSCO International Incorporated 2005 Cash Incentive Plan (as revised and restated for amendments through March 30, 2015) (incorporated by reference to Annex 3 to the Registrant's Proxy Statement on Schedule 14A filed on April 3, 2015, File No. 1-8097).
|
|
|
|
+10.37
|
|
Form of Deed of Indemnity of Ensco International plc (incorporated by reference to Exhibit 10.13 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
|
|
|
|
+10.38
|
|
Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2012 (incorporated by reference to Annex A to the Registrant's Proxy Statement filed on April 4, 2012, File No. 1-8097).
|
|
|
|
+10.39
|
|
First Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective August 21, 2012 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8097).
|
|
|
|
+10.40
|
|
Second Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-8097).
|
|
|
|
+10.41
|
|
Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2015, File No. 1-8097).
|
|
|
|
+10.42
|
|
Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 25, 2016, File No. 1-8097).
|
|
|
|
+10.43
|
|
Deed of Variation among Ensco Global Resources Limited, Carl Trowell and Ensco Services Limited, dated June 2, 2014, together with the Employment Agreement between Ensco Global Resources Limited and Carl Trowell, dated May 3, 2014 and attached as a schedule to the Deed of Variation (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2014, File No. 1-8097).
|
|
|
|
+10.44
|
|
Form of Deed of Indemnity entered into between Ensco plc and Carl Trowell as of June 2, 2014 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2014, File No. 1-8097).
|
|
|
|
+10.45
|
|
Form of Change in Control Severance Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016, File No. 1-8097).
|
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|
|
*12.1
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
*21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
*23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
*31.1
|
|
Certification of the Chief Executive Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*31.2
|
|
Certification of the Chief Financial Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
**32.1
|
|
Certification of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
**32.2
|
|
Certification of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
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|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
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*
**
+
|
|
Filed herewith.
Furnished herewith.
Management contracts or compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
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