Valaris Limited (VAL, NYSE)
Industry: Energy / Oil & Gas Equipment & Services
Annual report, fiscal year 2017


## 2017 Annual Report and United Kingdom Statutory Accounts



## SHAREHOLDER INFORMATION

## ANNUAL GENERAL MEETING

The annual general meeting of shareholders will be held at the Serpentine Suite of the London Hilton on Park Lane, 22 Park Ln, London, W1K 1BE, United Kingdom at 8:00 a.m. London time on Monday, 21 May 2018.

## TRANSFER AGENT

Registered holders of our shares may direct their questions to Computershare.

Computershare Trust Company, N.A.
P.O. Box 43001
Providence, RI 02940-3001
Within USA, US territories & Canada: +1 888-926-3470
Outside USA, US territories & Canada: +1 732-491-0636
Fax: +1 781-575-3605
Email: web.queries@computershare.com
Hours: Monday through Friday, 8:30 a.m. to 6 p.m. (ET)

## CORPORATE GOVERNANCE, BOARD AND BOARD COMMITTEES

The corporate governance section of our website, www.enscoplc.com, contains information regarding (i) the composition of our Board of Directors and board committees, (ii) corporate governance in general, (iii) shareholder communications with the Board, (iv) the Ensco Code of Business Conduct, (v) the Ensco Corporate Governance Policy, (vi) Ethics Hotline reporting provisions, and (vii) the charters of the board committees. A direct link to the company's SEC filings, including reports required under Section 16 of the Securities Exchange Act of 1934, is located in the Investors section. Copies of these documents may be obtained without charge by contacting Ensco's Investor Relations Department. Reasonable expenses will be charged for copies of exhibits listed in the back of SEC Forms 10-K and 10-Q. Please list the exhibits you would like to receive and submit your request in writing to Ensco's Investor Relations Department at the address below. We will notify you of the cost and furnish the requested exhibits upon receipt of payment.

## Ensco Investor Relations Department

5847 San Felipe, Suite 3300
Houston, Texas 77057-3008
(713) 789-1400
www.enscoplc.com

## TABLE OF CONTENTS

CEO LETTER TO SHAREHOLDERS

CONTRACT DRILLING FLEET 1

SELECTED FINANCIAL DATA 3

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED 5
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION 7

BUSINESS ENVIRONMENT 12

RESULTS OF OPERATIONS 13

LIQUIDITY AND CAPITAL RESOURCES 23

MARKET RISK 35

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 36

NEW ACCOUNTING PRONOUNCEMENTS 39

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S REPORT ON INTERNAL CONTROL 40
OVER FINANCIAL REPORTING

REPORTS OF INDEPENDENT REGISTERED PUBLIC 41
ACCOUNTING FIRM

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS 43

CONSOLIDATED STATEMENTS OF COMPREHENSIVE 44
INCOME (LOSS)

CONSOLIDATED BALANCE SHEETS 45

CONSOLIDATED STATEMENTS OF CASH FLOWS 46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 47

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 103
ON ACCOUNTING AND FINANCIAL DISCLOSURE

UNITED KINGDOM STATUTORY ACCOUNTS

BOARD OF DIRECTORS AND OFFICERS



## Dear Fellow Shareholders:

Despite improved commodity prices, market conditions in the offshore drilling sector remained extremely challenging during 2017. While customers elected to sanction a number of offshore projects that could be executed at lower costs, many customers withheld investment in new drilling programmes last year. Lower levels of customer demand combined with excess supply of offshore drilling rigs created a competitive environment and new contracts were awarded at day rates that provided limited cash margins for drillers.

In light of these industry dynamics, our offshore crews and onshore personnel did an outstanding job with respect to safety and operational performance, which helped us to secure a significant amount of the drilling contracts awarded globally. We took decisive steps to further enhance the capabilities of our drilling rig fleet with the acquisition of Atwood Oceanics and executed several opportunistic transactions to increase our financial flexibility. We also continue to invest in transformative innovations and technologies that differentiate Ensco from other drillers, reduce costs and improve efficiencies in customers' drilling programmes.

We believe we are now at a different point in the industry cycle and our strategic and tactical actions remain focused on best positioning the company for a gradually improving market environment.

## Safety and Operational Performance

Safety and operational performance are critical factors that customers evaluate when choosing an offshore drilling partner.

We continue to work towards attaining our goal of zero safety incidents and achieved our best-ever safety performance during 2017, setting new company records for key industry metrics that measure the number of incidents across our rig fleet. We lowered our total recordable incident rate to 0.14, a 46% improvement from our prior record of 0.26, and our lost time incident rate improved by 20% to 0.04. Importantly, these results outperformed the industry averages by over 60%.

Our crews’ commitment to safe operations is evidenced by impressive safety milestones from several rigs. ENSCO 108 surpassed nine years without a recordable incident and ten years without a lost time incident. Offshore Saudi Arabia, ENSCO 54 achieved seven years with no recordable incidents and ENSCO 84 had no lost time incidents for nine years. ENSCO 92 in the North Sea reached nine years without a lost time incident and managed platform Mad Dog in the U.S. Gulf of Mexico exceeded eight years with no lost time incidents.

Across the fleet, operational utilisation was 99% – our second straight year at this high level. Operational utilisation is a key metric that significantly impacts our financial results as it measures our ability to monetise revenue backlog. During 2017, 1% of operational utilisation equated to approximately $20 million of revenue underscoring the importance of rig uptime to our financial results.

Our exceptional safety and operational results helped us to add more than $750 million in revenue backlog last year. These new contracts and extensions provided 23 years of backlog – representing 15% of new contract rig years awarded globally in 2017 – more than any other offshore driller.
Achieved 99% operational utilisation and record safety results, which meaningfully outperformed the industry average



Delivering high levels of safety and operational performance is vital to our reputation. For this reason, we are especially proud to have earned the number one rating in terms of customer satisfaction for the eighth consecutive year in the annual independent survey conducted by EnergyPoint Research. Ensco led all offshore drilling contractors in the survey – receiving top honours in 12 of 18 categories including: total customer satisfaction; safety and environment; performance and reliability; job quality; technology; ultra-deepwater wells; deepwater wells; shelf wells; horizontal and directional wells; and special applications. We also ranked first in the North Sea and Sub-Sahara Africa regions.

These results are a reflection of the exceptional service that Ensco employees around the world provide to our customers. Consistently delivering safe and efficient operations to our customers helps us win new contract awards and position our rig fleet for better market conditions.

## Enhancing our Rig Fleet

Customers have demonstrated a preference for high-specification drilling assets to more effectively execute their drilling programmes.

We continue to enhance our fleet of shallow-water jackups and mid- to ultra-deepwater floaters. In October, we acquired Atwood Oceans adding high-specification assets at bottom-of-cycle prices. The acquisition solidified our position in the ultra-deepwater segment of the market by adding two versatile semisubmersibles and four of the highest-specification drillships in the global fleet today. These drillships are capable of drilling in water depths of at least 10,000 feet and are equipped with technology that increases efficiencies for offshore projects such as dual 2.5 million pound hookload derricks and dual seven-ram blowout preventers.

We selectively invested in key rigs to improve their competitiveness going forward. We enhanced ENSCO DS-7 with the addition of a second blowout preventer and managed pressure drilling capabilities to increase drilling efficiency and well-control response. We augmented jackups ENSCO 140 and ENSCO 141 with offline pipe handling capabilities, which saves time by enabling stands to be built and racked while drilling and promotes safer operations by reducing manual pipe handling on the drill floor.

We continue to assess our fleet and divest of less capable rigs that no longer fit into our fleet profile. We divested five older jackups in 2017 and have two more jackups and two semisubmersibles that we plan to retire.

The acquisition of high-specification rigs, selective upgrades and the proactive divesting of rigs that are less technically capable form the pillars of our fleet renewal strategy, which is aimed at enhancing the capabilities of our rigs to meet customer demand. We believe this strategy will generate meaningful, long-term value for our shareholders.

## Targeted Investments

Proven management systems and enhanced product offerings differentiate offshore drillers as customers look to partner with service providers that help them create efficiencies in their offshore projects.

To support rig uptime and reduce maintenance costs, we continue to augment our Ensco Asset Management System, which contributed to our 99% operational utilisation. We recently
Our fleet renewal strategy is focused on enhancing the capabilities of our rigs to meet customer demand



launched the Ensco Predictive Intelligence Center (EPIC), which allows us to perform predictive analytics with machine learning software to enable more condition-based maintenance as opposed to the industry’s standard time-based maintenance. The output provides real-time streaming data through a centralised monitoring system that is used to schedule maintenance. EPIC has been implemented on several rigs in our fleet and more rigs will be brought online during 2018.

We continue to focus on improvements to our operational processes and systems, including merging several standalone systems into one integrated digital platform to realise efficiencies throughout our daily operations. The platform brings together all of the components needed for rig crews to effectively manage their work from a single dashboard, which provides direct access to important information and critical processes.

To help promote a safe work environment and improve the efficiency of our customers' drilling programmes, we are expanding our intellectual property library with innovative technologies that can positively impact drilling timelines.

Our portable PinSAFE system assists a rig crew in determining if conditions are suitable for securing the legs of a jackup to the seabed. The system replaces standard industry practices that rely on human interpretation by capturing and analysing real-time motion data to reduce downtime spent waiting-on-weather, making our rigs more efficient and customers' well programmes more cost effective. This is especially important in areas like the Central North Sea where rig movements can take weeks to perform due to rough sea conditions. We are currently collecting data in the North Sea to further advance our system.

To pilot another one of our new patented technologies, we are outfitting jackup ENSCO 123 with necessary equipment aimed at reducing the amount of time spent tripping pipe, which is on the critical path for all well deliveries. Our system can be retrofitted on existing rigs and automates the tripping process to achieve continuous movement of the drill string into or out of the wellbore.

Customers have shown an interest in the efficiencies that these enhancements can offer and we aim to introduce these technologies to drive incremental operating margin. We believe these investments will create added value for customers and improve our ability to win more work for our assets going forward.

## Financial Management

Our capital management actions have significantly improved liquidity and given us increased financial flexibility as we look to capitalise on improving market conditions.

Since mid-2014, we have completed several transactions that have helped to increase liquidity by approximately $1.0 billion. In January 2018, we issued $1.0 billion of new senior notes due 2026 and used these funds to repurchase $650 million aggregate principal amount of senior notes. As a result, we have no debt maturities until third quarter 2020 and only $308 million of debt maturing before 2024. Adjusting for these transactions, our pro forma financial position as of 31 December 2017 reflected $3.2 billion of liquidity composed of $1.2 billion of cash and short-term investments and a fully available $2.0 billion revolving credit facility that was extended by two years to September 2022.
Increased liquidity and manageable debt maturities strengthen our financial position



With our liquidity, debt maturity schedule and $2.8 billion of contract backlog, we believe our strong financial position will allow us to manage our business through periods of lower customer demand and capitalise on opportunities that emerge as the market recovery unfolds.

## Looking Ahead

Our exposure to a broad range of water-depths and geographies enables us to benefit from each stage of the recovery.

We see positive signs for the offshore drilling sector going forward including constructive commodity prices, improved breakeven economics for offshore projects and continued rig retirements from the global supply. These factors have created a more favourable backdrop for the supply and demand dynamics for offshore drilling rigs and we believe the early stages of a recovery are taking hold, although, we are prepared for this process to be gradual and phased depending on conditions within each market segment.

The shallow-water jackup segment is further along in this recovery process and we anticipate utilisation for our marketed jackups will improve in the back half of 2018. The floater market is also improving, but the recovery remains in its early stages and excess global floater supply will take more time to rationalise.

We expect that further industry rig retirements and higher levels of demand will lead to improving utilisation during 2019, which will be followed by higher day rates.

## In Closing

We will continue to focus on enhancing processes to improve operational and safety performance, executing on our digital transformation and innovation initiatives, and winning new work for our marketed high-specification rigs.

By executing on these strategic objectives, we aim to create value for our shareholders by ensuring that we are prepared for higher levels of customer demand as the market recovers to solidify our position as the offshore driller of choice.
The actions we have taken position
Ensco to benefit as the market
recovers

Sincerely,



Carl Trowell
Chief Executive Officer and President
27 March 2018






# FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "could," "may," "might," "should," "will" and similar words and specifically include statements regarding expected financial performance; dividends; expected utilization, day rates, revenues, operating expenses, contract terms, contract backlog, capital expenditures, insurance, financing and funding; expected work commitments, awards and contracts; the timing of availability, delivery, mobilization, contract commencement or relocation or other movement of rigs and the timing thereof; future rig construction (including construction in progress and completion thereof), enhancement, upgrade or repair and timing and cost thereof; the suitability of rigs for future contracts; the offshore drilling market, including supply and demand, customer drilling programs, stacking of rigs, effects of new rigs on the market and effects of declines in commodity prices; expected divestitures of assets; general market, business and industry conditions, trends and outlook; future operations; the impact of increasing regulatory complexity; our program to high-grade the rig fleet by investing in new equipment and divesting selected assets and underutilized rigs; expense management; and the likely outcome of litigation, legal proceedings, investigations or insurance or other claims or contract disputes and the timing thereof.

Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, including: our ability to successfully integrate the business, operations and employees of Atwood Oceanics, Inc. ("Atwood") and to realize synergies and cost savings in connection with our acquisition of Atwood; changes in future levels of drilling activity and capital 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; changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs; 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; 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; 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; 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; our ability to enter into, and the terms of, future drilling contracts, including contracts for our newbuild units and acquired rigs, for rigs currently idled and for rigs whose contracts are expiring; any failure to execute definitive contracts following announcements of letters of intent, letters of award or other expected work commitments; 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; governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations (such as the Gulf of Mexico during hurricane season); 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; our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, unionization or otherwise; 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; our ability to obtain financing, service our indebtedness 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; the adequacy of sources of liquidity for us and our customers; 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; delays in contract commencement dates or the cancellation of drilling programs by operators; adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of our derivative instruments; and potential long-lived asset impairments.

In addition to the numerous risks, uncertainties and assumptions described above, you should also carefully read and consider "Item 1A. Risk Factors" included at Part I of our Form 10-K for the year ended December 31, 2017 and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included within this Annual Report. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.



The following table provides certain information about the rigs in our drilling fleet by reportable segment as of February 20, 2018:

<table><tr><td>Rig Name</td><td>Rig Type</td><td>Year Built/ Rebuilt</td><td>Design</td><td>Maximum Water Depth/ Drilling Depth</td><td>Location</td><td>Status</td></tr><tr><td>Floaters</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>ENSCO DS-3</td><td>Drillship</td><td>2010</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Spain</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO DS-4</td><td>Drillship</td><td>2010</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Nigeria</td><td>Under contract</td></tr><tr><td>ENSCO DS-5</td><td>Drillship</td><td>2011</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Spain</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO DS-6</td><td>Drillship</td><td>2012</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Egypt</td><td>Under contract</td></tr><tr><td>ENSCO DS-7</td><td>Drillship</td><td>2013</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Spain</td><td>Under contract</td></tr><tr><td>ENSCO DS-8</td><td>Drillship</td><td>2015</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Angola</td><td>Under contract</td></tr><tr><td>ENSCO DS-9</td><td>Drillship</td><td>2015</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Singapore</td><td>Available</td></tr><tr><td>ENSCO DS-10</td><td>Drillship</td><td>2019</td><td>Dynamically Positioned</td><td>10,000/40,000&#x27;</td><td>Nigeria</td><td>Under contract</td></tr><tr><td>ENSCO DS-11</td><td>Drillship</td><td>2013</td><td>Dynamically Positioned</td><td>12,000/40,000&#x27;</td><td>Spain</td><td>Available</td></tr><tr><td>ENSCO DS-12</td><td>Drillship</td><td>2013</td><td>Dynamically Positioned</td><td>12,000/40,000&#x27;</td><td>Mauritania/ Senegal</td><td>Under contract</td></tr><tr><td>ENSCO DS-13</td><td>Drillship</td><td>2019</td><td>Dynamically Positioned</td><td>12,000/40,000&#x27;</td><td>South Korea</td><td>Under construction \( ^{(2)} \)</td></tr><tr><td>ENSCO DS-14</td><td>Drillship</td><td>2020</td><td>Dynamically Positioned</td><td>12,000/40,000&#x27;</td><td>South Korea</td><td>Under construction \( ^{(2)} \)</td></tr><tr><td>ENSCO 5004</td><td>Semisubmersible</td><td>1982/2001/2014</td><td>F&amp;G Enhanced PaceSETTER</td><td>1,500/25,000&#x27;</td><td>Mediterranean</td><td>Under contract</td></tr><tr><td>ENSCO 5005</td><td>Semisubmersible</td><td>1982/2014</td><td>F&amp;G Enhanced PaceSETTER</td><td>1,500/25,000&#x27;</td><td>Singapore</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 5006</td><td>Semisubmersible</td><td>1999/2014</td><td>Bingo 8000</td><td>7,000/25,000&#x27;</td><td>Australia</td><td>Under contract</td></tr><tr><td>ENSCO 6001</td><td>Semisubmersible</td><td>2000/2010/2014</td><td>Megathyst</td><td>5,600/25,000&#x27;</td><td>Brazil</td><td>Under contract</td></tr><tr><td>ENSCO 6002</td><td>Semisubmersible</td><td>2001/2009/2015</td><td>Megathyst</td><td>5,600/25,000&#x27;</td><td>Brazil</td><td>Under contract</td></tr><tr><td>ENSCO 7500</td><td>Semisubmersible</td><td>2000</td><td>Dynamically Positioned</td><td>8,000/30,000&#x27;</td><td>Spain</td><td>Cold stacked</td></tr><tr><td>ENSCO 8500</td><td>Semisubmersible</td><td>2008</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 8501</td><td>Semisubmersible</td><td>2009</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 8502</td><td>Semisubmersible</td><td>2010/2012</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 8503</td><td>Semisubmersible</td><td>2010</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 8504</td><td>Semisubmersible</td><td>2011</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Singapore</td><td>Under contract</td></tr><tr><td>ENSCO 8505</td><td>Semisubmersible</td><td>2012</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 8506</td><td>Semisubmersible</td><td>2012</td><td>Dynamically Positioned</td><td>8,500/35,000&#x27;</td><td>Gulf of Mexico</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO DPS-1</td><td>Semisubmersible</td><td>2012</td><td>Dynamically Positioned</td><td>10,000/35,000&#x27;</td><td>Australia</td><td>Under contract</td></tr><tr><td>ENSCO MS-1</td><td>Semisubmersible</td><td>2011</td><td>Moored Ship</td><td>8200/32,000&#x27;</td><td>Australia</td><td>Under contract</td></tr></table>

## Jackups

<table><tr><td>ENSCO 54</td><td>Jackup</td><td>1982/1997/2014</td><td>F&amp;G L-780 MOD II-C</td><td>300/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 67</td><td>Jackup</td><td>1976/2005</td><td>MLT 84-CE</td><td>400/30,000&#x27;</td><td>Indonesia</td><td>Under contract</td></tr><tr><td>ENSCO 68</td><td>Jackup</td><td>1976/2004</td><td>MLT 84-CE</td><td>400/30,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 70</td><td>Jackup</td><td>1981/1996/2014</td><td>Hitachi K1032N</td><td>250/30,000</td><td>United Kingdom</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 71</td><td>Jackup</td><td>1982/1995/2012</td><td>Hitachi K1032N</td><td>225/25,000&#x27;</td><td>United Kingdom</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 72</td><td>Jackup</td><td>1981/1996</td><td>Hitachi K1025N</td><td>225/25,000&#x27;</td><td>Netherlands</td><td>Under contract</td></tr><tr><td>ENSCO 75</td><td>Jackup</td><td>1999</td><td>MLT Super 116-C</td><td>400/30,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 76</td><td>Jackup</td><td>2000</td><td>MLT Super 116-C</td><td>350/30,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 80</td><td>Jackup</td><td>1978/1995</td><td>MLT 116-CE</td><td>225/30,000&#x27;</td><td>United Kingdom</td><td>Under contract</td></tr><tr><td>ENSCO 81</td><td>Jackup</td><td>1979/2003</td><td>MLT 116-C</td><td>350/30,000&#x27;</td><td>Gulf of Mexico</td><td>Cold stacked</td></tr><tr><td>ENSCO 82</td><td>Jackup</td><td>1979/2003</td><td>MLT 116-C</td><td>300/30,000&#x27;</td><td>Gulf of Mexico</td><td>Cold stacked</td></tr><tr><td>ENSCO 84</td><td>Jackup</td><td>1981/2005/2012</td><td>MLT 82-SD-C</td><td>250/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 87</td><td>Jackup</td><td>1982/2006</td><td>MLT 116-C</td><td>350/25,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr></table>



<table><tr><td>Rig Name</td><td>Rig Type</td><td>Year Built/ Rebuilt</td><td>Design</td><td>Maximum Water Depth/ Drilling Depth</td><td>Location</td><td>Status</td></tr><tr><td>Jackups</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>ENSCO 88</td><td>Jackup</td><td>1982/2004/2014</td><td>MLT 82-SD-C</td><td>250/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 92</td><td>Jackup</td><td>1982/1996</td><td>MLT 116-C</td><td>225/25,000&#x27;</td><td>United Kingdom</td><td>Under contract</td></tr><tr><td>ENSCO 96</td><td>Jackup</td><td>1982/1997/2012</td><td>Hitachi 250-C</td><td>250/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 97</td><td>Jackup</td><td>1980/1997/2012</td><td>MLT 82 SD-C</td><td>250/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 100</td><td>Jackup</td><td>1987/2009</td><td>MLT 150-88-C</td><td>350/30,000</td><td>United Kingdom</td><td>Under contract</td></tr><tr><td>ENSCO 101</td><td>Jackup</td><td>2000</td><td>KFELS MOD V-A</td><td>400/30,000&#x27;</td><td>Netherlands</td><td>Under contract</td></tr><tr><td>ENSCO 102</td><td>Jackup</td><td>2002</td><td>KFELS MOD V-A</td><td>400/30,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 104</td><td>Jackup</td><td>2002</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>UAE</td><td>Under contract</td></tr><tr><td>ENSCO 105</td><td>Jackup</td><td>2002</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>Singapore</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO 106</td><td>Jackup</td><td>2005</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>Indonesia</td><td>Under contract</td></tr><tr><td>ENSCO 107</td><td>Jackup</td><td>2006</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>Singapore</td><td>Under contract</td></tr><tr><td>ENSCO 108</td><td>Jackup</td><td>2007</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>Singapore</td><td>Available</td></tr><tr><td>ENSCO 109</td><td>Jackup</td><td>2008</td><td>KFELS MOD V-Super B</td><td>350/35,000&#x27;</td><td>Angola</td><td>Under contract</td></tr><tr><td>ENSCO 110</td><td>Jackup</td><td>2015</td><td>KFELS MOD V-B</td><td>400/30,000&#x27;</td><td>Qatar</td><td>Under contract</td></tr><tr><td>ENSCO 111</td><td>Jackup</td><td>2003</td><td>KFELS MOD V-B</td><td>400/36,000&#x27;</td><td>Malta</td><td>Cold stacked</td></tr><tr><td>ENSCO 112</td><td>Jackup</td><td>2008</td><td>MLT Super 116-E</td><td>350/30,000&#x27;</td><td>Malta</td><td>Cold stacked</td></tr><tr><td>ENSCO 113</td><td>Jackup</td><td>2012</td><td>Pacific Class 400</td><td>400/30,000&#x27;</td><td>Philippines</td><td>Cold stacked</td></tr><tr><td>ENSCO 114</td><td>Jackup</td><td>2012</td><td>Pacific Class 400</td><td>400/30,000&#x27;</td><td>Philippines</td><td>Cold stacked</td></tr><tr><td>ENSCO 115</td><td>Jackup</td><td>2013</td><td>Pacific Class 400</td><td>400/30,000&#x27;</td><td>Thailand</td><td>Under contract</td></tr><tr><td>ENSCO 120</td><td>Jackup</td><td>2013</td><td>KFELS Super A</td><td>400/40,000&#x27;</td><td>United Kingdom</td><td>Under contract</td></tr><tr><td>ENSCO 121</td><td>Jackup</td><td>2013</td><td>KFELS Super A</td><td>400/40,000&#x27;</td><td>United Kingdom</td><td>Under contract</td></tr><tr><td>ENSCO 122</td><td>Jackup</td><td>2014</td><td>KFELS Super A</td><td>400/40,000&#x27;</td><td>Netherlands</td><td>Under contract</td></tr><tr><td>ENSCO 123</td><td>Jackup</td><td>2018</td><td>KFELS Super A</td><td>400/40,000&#x27;</td><td>Singapore</td><td>Under construction \( ^{(2)} \)</td></tr><tr><td>ENSCO 140</td><td>Jackup</td><td>2016</td><td>Cameron Letourneau Super 116E</td><td>400/30,000&#x27;</td><td>UAE</td><td>Available</td></tr><tr><td>ENSCO 141</td><td>Jackup</td><td>2016</td><td>Cameron Letourneau Super 116E</td><td>400/30,000&#x27;</td><td>UAE</td><td>Available</td></tr></table>

(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.



The financial data below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included in "Financial Statements and Supplementary Data."

Year Ended December 31,

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td><td>2014</td><td>2013</td></tr><tr><td colspan="6">(in millions, except per share amounts)</td></tr><tr><td>Consolidated Statement of Operations Data</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues</td><td>$ 1,843.0</td><td>$ 2,776.4</td><td>$ 4,063.4</td><td>$ 4,564.5</td><td>$ 4,323.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>1,189.5</td><td>1,301.0</td><td>1,869.6</td><td>2,076.9</td><td>1,947.1</td></tr><tr><td>Loss on impairment</td><td>182.9</td><td>—</td><td>2,746.4</td><td>4,218.7</td><td>—</td></tr><tr><td>Depreciation</td><td>444.8</td><td>445.3</td><td>572.5</td><td>537.9</td><td>496.2</td></tr><tr><td>General and administrative</td><td>157.8</td><td>100.8</td><td>118.4</td><td>131.9</td><td>146.8</td></tr><tr><td>Operating income (loss)</td><td>(132.0)</td><td>929.3</td><td>(1,243.5)</td><td>(2,400.9)</td><td>1,733.3</td></tr><tr><td>Other income (expense), net</td><td>(64.0)</td><td>68.2</td><td>(227.7)</td><td>(147.9)</td><td>(100.1)</td></tr><tr><td>Income tax expense (benefit)</td><td>109.2</td><td>108.5</td><td>(13.9)</td><td>140.5</td><td>203.1</td></tr><tr><td>Income (loss) from continuing operations</td><td>(305.2)</td><td>889.0</td><td>(1,457.3)</td><td>(2,689.3)</td><td>1,430.1</td></tr><tr><td>Income (loss) from discontinued operations, net \( ^{(1)} \)</td><td>1.0</td><td>8.1</td><td>(128.6)</td><td>(1,199.2)</td><td>(2.2)</td></tr><tr><td>Net income (loss)</td><td>(304.2)</td><td>897.1</td><td>(1,585.9)</td><td>(3,888.5)</td><td>1,427.9</td></tr><tr><td>Net (income) loss attributable to noncontrolling interests</td><td>.5</td><td>(6.9)</td><td>(8.9)</td><td>(14.1)</td><td>(9.7)</td></tr><tr><td>Net income (loss) attributable to Ensco</td><td>$ (303.7)</td><td>$ 890.2</td><td>$ (1,594.8)</td><td>$ (3,902.6)</td><td>$ 1,418.2</td></tr><tr><td>Earnings (loss) per share - basic</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>$ (91)</td><td>$ 3.10</td><td>$ (6.33)</td><td>$ (11.70)</td><td>$ 6.09</td></tr><tr><td>Discontinued operations</td><td>—</td><td>.03</td><td>(.55)</td><td>(5.18)</td><td>(.01)</td></tr><tr><td></td><td>$ (91)</td><td>$ 3.13</td><td>$ (6.88)</td><td>$ (16.88)</td><td>$ 6.08</td></tr><tr><td>Earnings (loss) per share - diluted</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>$ (91)</td><td>$ 3.10</td><td>$ (6.33)</td><td>$ (11.70)</td><td>$ 6.08</td></tr><tr><td>Discontinued operations</td><td>—</td><td>.03</td><td>(.55)</td><td>(5.18)</td><td>(.01)</td></tr><tr><td></td><td>$ (91)</td><td>$ 3.13</td><td>$ (6.88)</td><td>$ (16.88)</td><td>$ 6.07</td></tr><tr><td>Net income (loss) attributable to Ensco shares</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>- Basic and Diluted</td><td>$ (304.1)</td><td>$ 873.6</td><td>$ (1,596.8)</td><td>$ (3,910.5)</td><td>$ 1,403.1</td></tr><tr><td>Weighted-average shares outstanding</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>332.5</td><td>279.1</td><td>232.2</td><td>231.6</td><td>230.9</td></tr><tr><td>Diluted</td><td>332.5</td><td>279.1</td><td>232.2</td><td>231.6</td><td>231.1</td></tr><tr><td>Cash dividends per share</td><td>$ .04</td><td>$ .04</td><td>$ .60</td><td>$ 3.00</td><td>$ 2.25</td></tr></table>

(1) See Note 11 to our consolidated financial statements included in "Financial Statements and Supplementary Data" as part of this Annual Report for information on discontinued operations.



Year Ended December 31,

<table><tr><td rowspan="2"></td><td rowspan="2">2017</td><td rowspan="2">2016</td><td rowspan="2">2015</td><td rowspan="2">2014</td><td rowspan="2">2013</td></tr><tr></tr><tr><td>Consolidated Balance Sheet and Cash Flow Statement Data</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Working capital</td><td>$ 853.5</td><td>$ 2,424.9</td><td>$ 1,509.6</td><td>$ 1,788.9</td><td>$ 466.9</td></tr><tr><td>Total assets</td><td>14,625.9</td><td>14,374.5</td><td>13,610.5</td><td>16,023.3</td><td>19,446.8</td></tr><tr><td>Long-term debt</td><td>4,750.7</td><td>4,942.6</td><td>5,868.6</td><td>5,868.1</td><td>4,709.3</td></tr><tr><td>Ensco shareholders&#x27; equity</td><td>8,732.1</td><td>8,250.6</td><td>6,512.9</td><td>8,215.0</td><td>12,791.6</td></tr><tr><td>Cash flows from operating activities of continuing operations</td><td>259.4</td><td>1,077.4</td><td>1,697.9</td><td>2,057.9</td><td>1,811.2</td></tr></table>



## Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

## Market Information

The following table provides the high and low sales price of our Class A ordinary shares, par value U.S. $0.10 per share, for each period indicated during the last two fiscal years:

<table><tr><td></td><td colspan="2">First Quarter</td><td colspan="2">Second Quarter</td><td colspan="2">Third Quarter</td><td colspan="2">Fourth Quarter</td><td colspan="2">Year</td></tr><tr><td>2017 High</td><td>$</td><td>11.73</td><td>$</td><td>9.30</td><td>$</td><td>5.96</td><td>$</td><td>6.24</td><td>$</td><td>11.73</td></tr><tr><td>2017 Low</td><td>$</td><td>8.32</td><td>$</td><td>5.05</td><td>$</td><td>4.14</td><td>$</td><td>4.90</td><td>$</td><td>4.14</td></tr><tr><td>2016 High</td><td>$</td><td>16.10</td><td>$</td><td>12.36</td><td>$</td><td>10.89</td><td>$</td><td>12.03</td><td>$</td><td>16.10</td></tr><tr><td>2016 Low</td><td>$</td><td>7.25</td><td>$</td><td>9.00</td><td>$</td><td>6.50</td><td>$</td><td>7.19</td><td>$</td><td>6.50</td></tr></table>

Our Class A ordinary shares are traded on the NYSE under the ticker symbol "ESV." Many of our shareholders hold shares electronically, all of which are owned by a nominee of DTC. We had 77 shareholders of record on February 1, 2018.

## Dividends

The following table provides the quarterly cash dividend per share declared and paid during the last two fiscal years:

<table><tr><td></td><td colspan="2">First Quarter</td><td colspan="2">Second Quarter</td><td colspan="2">Third Quarter</td><td colspan="2">Fourth Quarter</td><td colspan="2">Year</td></tr><tr><td>2017</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.04</td></tr><tr><td>2016</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td></td><td>.01</td><td>$</td><td>.04</td></tr></table>

Our Board of Directors declared a $0.01 quarterly cash dividend for the first quarter of 2018. We currently intend to continue paying dividends for the foreseeable future. In October 2017, we amended our revolving credit facility, which prohibits us from paying dividends in excess of $0.01 per share per fiscal quarter. Dividends in excess of this amount would require the amendment or waiver of such provision.

The declaration and amount of future dividends is at the discretion of our Board of Directors and could change in future periods. In the future, our Board of Directors may, without advance notice, determine to reduce or suspend our dividend in order to improve our financial flexibility and best position us for long-term success. When evaluating dividend payment timing and amounts, our Board of Directors considers several factors, including our profitability, liquidity, financial condition, market outlook, reinvestment opportunities and capital requirements.



The chart below presents a comparison of the five-year cumulative total return, assuming $100 invested on December 31, 2012 for Ensco plc, the Standard & Poor's MidCap 400 Index, and a self-determined peer group. Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date. The Standard & Poor's MidCap 400 Index includes Ensco and has been included as a comparison. Since Ensco operates exclusively as an offshore drilling company, a self-determined peer group composed exclusively of major offshore drilling companies has been included as a comparison. \( ^{*} \) 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN \( ^{(1)} \)  Among Ensco plc, the S&P MidCap 400 Index and Peer Group



 \( ^{(1)} $ 100 invested on 12/31/2012 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright \( ^{©} $  2018 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

Fiscal Year Ended December 31,

<table><tr><td></td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td></tr><tr><td>Ensco plc</td><td>100.0</td><td>100.2</td><td>56.2</td><td>29.8</td><td>18.9</td><td>11.6</td></tr><tr><td>S&amp;P MidCap 400</td><td>100.0</td><td>133.5</td><td>146.5</td><td>143.4</td><td>173.1</td><td>201.2</td></tr><tr><td>Peer Group</td><td>100.0</td><td>110.6</td><td>50.0</td><td>29.2</td><td>28.3</td><td>20.4</td></tr></table>



## INTRODUCTION

## Our Business

We are one of the leading providers of offshore contract drilling services to the international oil and gas industry. We currently own and operate an offshore drilling rig fleet of 62 rigs, with drilling operations in most of the strategic markets around the globe. We also have three rigs under construction. Our rig fleet includes 12 drillships, 11 dynamically positioned semisubmersible rigs, four moored semisubmersible rigs and 38 jackup rigs, including rigs under construction. We operate the world's largest fleet amongst competitive rigs, including one of the newest ultra-deepwater fleets in the industry and a leading premium jackup fleet.

Our customers include many of the leading national and international oil companies, in addition to many independent operators. We are among the most geographically diverse offshore drilling companies, with current operations spanning 14 countries on six continents. The markets in which we operate include the U.S. Gulf of Mexico, Brazil, the Mediterranean, the North Sea, the Middle East, West Africa, Australia and Southeast Asia.

We provide drilling services on a "day rate" contract basis. Under day rate contracts, we provide a drilling rig and rig crews for which we receive a daily rate that may vary throughout the duration of the contractual term. The day rate we earn can vary between the full day rate and zero rate, depending on the operations of the rig. Our customers bear substantially all of the costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, our customers may pay all or a portion of the cost of moving our equipment and personnel to and from the well site.

## Atwood Merger

On May 29, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atwood and Echo Merger Sub, LLC, our wholly-owned subsidiary, and on October 6, 2017 (the "Merger Date"), we completed our acquisition of Atwood pursuant to the Merger Agreement (the “Merger”).

The Merger is expected to strengthen our position as the leader in offshore drilling across a wide range of water depths around the world. The Merger significantly enhances the capabilities of our rig fleet and improves our ability to meet future customer demand with the highest-specification assets.

As a result of the Merger, Atwood shareholders received 1.60 Ensco Class A Ordinary shares for each share of Atwood common stock, representing a value of $9.33 per share of Atwood common stock based on a closing price of $5.83 per Class A ordinary share on October 5, 2017, the last trading day before the Merger Date. Total consideration delivered in the Merger consisted of 132.2 million of our Class A ordinary shares and $11.1 million of cash in settlement of certain share-based payment awards. The aggregate value of consideration transferred was $781.8 million. Additionally, upon closing of the Merger, we utilized cash acquired of $445.4 million and cash on hand to extinguish Atwood's revolving credit facility, outstanding senior notes and accrued interest totaling $1.3 billion. The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in a bargain purchase gain of $140.2 million that was recognized during the fourth quarter.

## Our Industry

Operating results in the offshore contract drilling industry are highly cyclical and are directly related to the demand for drilling rigs and the available supply of drilling rigs. Low demand and excess supply can independently affect day rates and utilization of drilling rigs. Therefore, adverse changes in either of these factors can result in adverse changes in our industry. While the cost of moving a rig and the availability of rig-moving vessels may cause the balance of supply and demand to vary somewhat between regions, significant variations between regions are generally of a short-term nature due to rig mobility.



Demand for drilling rigs is directly related to the regional and worldwide levels of offshore exploration and development spending by oil and gas companies. Offshore exploration and development spending, which is beyond our control, may fluctuate substantially from year-to-year and from region-to-region.

The sustained decline in oil prices over the past several years from 2014 highs caused a significant decline in the demand for offshore drilling services as many projects became uneconomical, resulting in fewer market tenders in recent periods. Operators significantly reduced their capital spending budgets, including the cancellation or deferral of existing programs. Declines in capital spending levels, together with the oversupply of rigs, have resulted in significantly reduced day rates and utilization.

The contracting environment remained challenging for offshore drilling contractors during 2017. Although oil prices have rebounded significantly off the 12-year lows experienced during early 2016 to levels above $60 per barrel, we expect the recovery in demand to be gradual with different segments of the market recovering more quickly than others.

While the short-term dynamics of the market remain challenging, we have seen new opportunities for work increase as shallow water activity recovers and jackup utilization stabilizes. Moreover, new floater contracts have increased over the past year and contract terms are beginning to lengthen as customers take advantage of lower day rates. However, we believe further improvements in demand coupled with reductions in rig supply are necessary to generate meaningful increases in day rates.

The intense pressure on operating day rates in recent periods has resulted in rates that approximate direct operating expenses in certain instances. Therefore, we expect our results from operations to continue to decline into 2018 as current contracts with above market rates expire and new contracts are executed at lower rates.

Because many factors that affect the market for offshore exploration and development are beyond our control and because rig demand can change quickly, it is difficult for us to predict future industry conditions, demand trends or operating results. Periods of low rig demand often result in excess rig supply, which generally results in reductions in utilization and day rates. Conversely, periods of high rig demand often result in a shortage of rigs, which generally results in increased utilization and day rates.

## Drilling Rig Supply

Drilling rig supply significantly exceeds drilling rig demand for both floaters and jackups. The decline in customer capital expenditure budgets over the past several years has led to a lack of contracting opportunities resulting in global fleet attrition. Since the beginning of the downturn, drilling contractors have retired approximately 100 floaters and 50 jackups. When demand for offshore drilling ultimately improves, we expect that newer, more capable rigs will be the first to obtain contract awards, increasing the likelihood that older, less capable rigs do not return to the global active fleet.

Approximately 30 floaters older than 30 years are idle, approximately 20 additional floaters older than 30 years have contracts expiring by the end of 2018 without follow-on work and a further nine floaters aged between 15 and 30 years have been idle for more than two years. Operating costs associated with keeping these rigs idle as well as expenditures required to recertify these aging rigs may prove cost prohibitive. Drilling contractors will likely elect to scrap or cold-stack some or all of these rigs.

Approximately 125 jackups older than 30 years are idle, and approximately 65 jackups that are 30 years or older have contracts expiring by the end of 2018 without follow-on work. Expenditures required to recertify these aging rigs may prove cost prohibitive and drilling contractors may instead elect to scrap or cold-stack these rigs. We expect jackup scrapping and cold-stacking to continue during 2018 and into 2019.



There are 43 newbuild drillings and semisubmersibles reported to be under construction, of which 22 are scheduled to be delivered before the end of 2018. Most newbuild floaters are uncontracted. Several newbuild deliveries have already been delayed into future years, and we expect that more uncontracted newbuilds will be delayed or cancelled.

There are 92 newbuild jackups reported to be under construction, of which 61 are scheduled to be delivered before the end of 2018. Most newbuild jackups are uncontracted. Over the past year, some jackup orders have been cancelled, and many newbuild jackups have been delayed. We expect that additional rigs may be delayed or cancelled given limited contracting opportunities.

## Liquidity, Backlog and Debt Maturities

We have historically relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We periodically rely on the issuance of debt and/or equity securities to supplement our liquidity needs. Based on our balance sheet, our contractual backlog and $2.0 billion available under our revolving credit facility, we expect to fund our short-term and long-term liquidity needs, including contractual obligations and anticipated capital expenditures, dividends and working capital requirements, from cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility or other future financing arrangements. During 2017 and in early 2018, we executed several transactions to maximize our liquidity.

## Cash and Debt

As of December 31, 2017, we had $4.8 billion in total debt outstanding, representing 35.2% of our total capitalization. We also had $885.4 million in cash and short-term investments and $2.0 billion undrawn capacity under our credit facility. Adjusted on a pro forma basis for the January 2018 debt offering and subsequent debt repurchases discussed below, our December 31, 2017 cash and short-term investments totaled $1.2 billion and debt totaled $5.1 billion, or 36.7% of our total capitalization.

In January 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 (the "2026 Notes"), net of debt issuance costs of $16.5 million. Net proceeds of $983.5 million from the 2026 Notes were partially used to fund the repurchase and redemption of $237.6 million principal amount of our 8.50% senior notes due 2019, $256.6 million principal amount of our 6.875% senior notes due 2020 and $156.2 million principal amount of our 4.70% senior notes due 2021. We expect to recognize a pre-tax loss on debt extinguishment of $18.2 million during the first quarter of 2018.

Following the January 2018 debt offering, repurchases and redemption, our only debt maturities until 2024 are $194.3 million during 2020 and $113.5 million during 2021.

Upon closing of the Merger, we utilized acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion. We amended our credit facility upon closing to extend the final maturity date by two years. Previously, our credit facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit facility, as amended, requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of our outstanding debt with $332.5 million of cash and $332.0 million of newly issued 8.00% senior notes due 2024. During the remainder of the year, we repurchased $194.1 million aggregate principal amount of our outstanding debt on the open market for $204.5 million of cash and recognized an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.



As of December 31, 2017, our backlog was $2.8 billion as compared to $3.6 billion as of December 31, 2016. Our backlog declined primarily due to revenues realized during the year, partially offset by new contract awards and contract extensions. As older, higher day rate contracts expire, we will likely experience further declines in backlog, which will result in a decline in revenues and operating cash flows during 2018. Contract backlog includes the impact of drilling contracts signed or terminated after each respective balance sheet date but prior to filing our annual reports on February 27, 2018 and February 28, 2017, respectively. See “Item 1A. Risk Factors” included as part of our Form 10-K for the year ended December 31, 2017 - We might suffer losses if our customers terminate or seek to renegotiate our contracts, if operations are suspended or interrupted or if a rig becomes a total loss” regarding the ENSCO DS-8 contract.

## Drilling Rig Construction and Delivery

We remain focused on our long-established strategy of high-grading our fleet, as evidenced by the recently completed Merger. During the three-year period ended December 31, 2017, we invested approximately $1.9 billion in the construction of new drilling rigs. We will continue to invest in the expansion and high-grading of our fleet or execute other strategic transactions to optimize our asset portfolio when we believe attractive opportunities exist.

We believe our remaining capital commitments will primarily be funded from cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility. We may decide to access debt and/or equity markets to raise additional capital or increase liquidity as necessary.

## Floaters

We previously entered into agreements with Samsung Heavy Industries to construct three ultra-deepwater drillships (ENSCO DS-8, ENSCO DS-9 and ENSCO DS-10). During 2015, we accepted delivery of ENSCO DS-8 and ENSCO DS-9. ENSCO DS-8 commenced drilling operations under a long-term contract in Angola during 2015 and ENSCO DS-9 is actively being marketed. During 2017, we executed a one-year contract with five one-year priced options for ENSCO DS-10. As a result of the contract award, we accelerated delivery of ENSCO DS-10, which had previously been deferred into 2019, and made the final milestone payment of $75.0 million. We expect ENSCO DS-10 to commence drilling operations offshore Nigeria in March 2018.

In connection with the Merger, we acquired two ultra-deepwater drillships, ENSCO DS-13 (formerly Atwood Admiral) and ENSCO DS-14 (formerly Atwood Archer), which are currently under construction in the Daewoo Shipbuilding & Marine Engineering Co. Ltd. ("DSME") yard in South Korea. ENSCO DS-13 and ENSCO DS-14 are scheduled for delivery in the third quarter of 2019 and second quarter of 2020, respectively. Upon delivery, the remaining milestone payments and accrued interest thereon may be financed through a promissory note with the shipyard for each rig. The promissory notes will bear interest at a rate of 5% per annum with a maturity date of December 31, 2022 and will be secured by a mortgage on each respective rig.

## Jackups

During 2014, we entered into an agreement with Lamprell Energy Limited ("Lamprell") to construct two premium jackup rigs. ENSCO 140 and ENSCO 141 are significantly enhanced versions of the LeTourneau Super 116E jackup design and incorporate Ensco's patented Canti-Leverage Advantage \( ^{SM} \)  technology. ENSCO 140 and ENSCO 141 were delivered during 2016. Both rigs are expected to obtain drilling contracts for work commencing during 2018. As part of our agreement with Lamprell, these rigs will be warm stacked in the shipyard at no additional cost to us for up to two years from their respective delivery dates.

We previously entered into agreements with Keppel FELS ("KFELS") to construct four ultra-premium harsh environment jackup rigs (ENSCO 120, ENSCO 121, ENSCO 122 and ENSCO 123) and a premium jackup rig (ENSCO 110). ENSCO 120 and ENSCO 121 were delivered during 2013 and ENSCO 122 and ENSCO 110 were delivered



during 2014 and 2015, respectively. During 2016, we agreed with the shipyard to delay delivery of ENSCO 123 until the first quarter of 2018. In December 2017, we agreed to further delay delivery of ENSCO 123 until the first quarter of 2019, and in January 2018, we paid $207.4 million of the $218.3 million unpaid balance with the remainder due upon delivery. ENSCO 123 is currently uncontracted and is actively being marketed.

## Divestitures

Our business strategy has been to focus on ultra-deepwater floater and premium jackup operations and de-emphasize other assets and operations that are not part of our long-term strategic plan or that no longer meet our standards for economic returns. Consistent with this strategy, we sold nine jackup rigs, three dynamically positioned semisubmersible rigs, two moored semisubmersible rigs and two drillships during the three-year period ended December 31, 2017. We are marketing for sale ENSCO 7500, which was classified as held-for-sale in our consolidated financial statements as of December 31, 2017.

Following the Merger, we continue to focus on our fleet management strategy in light of the new composition of our rig fleet and are reviewing our fleet composition as we continue positioning Ensco for the future. As part of this strategy, we may act opportunistically from time to time to monetize assets to enhance shareholder value and improve our liquidity profile, in addition to selling or disposing of older, lower-specification or non-core rigs.



## BUSINESS ENVIRONMENT

## Floaters

The floater contracting environment continues to be challenged by reduced demand, as well as excess supply. Floater demand has declined significantly in recent years due to lower commodity prices which have caused our customers to reduce capital expenditures, resulting in the cancellation and delay of drilling programs. During 2017, we began to see increased activity that is translating into near-term utilization; however, further improvements in demand and/or reductions in supply will be necessary before meaningful increases in day rates are realized.

During 2017, we executed contracts for ENSCO DS-4 and ENSCO DS-10 for two-year and one-year terms, respectively. The contracts contain a one-year priced option for ENSCO DS-4 and five one-year priced options for ENSCO DS-10. ENSCO DS-4 began drilling operations offshore Nigeria in August 2017. As a result of the ENSCO DS-10 contract award, we accelerated delivery to September 2017 and made the final milestone payment of $75.0 million, which was previously deferred into 2019. We expect ENSCO DS-10 to commence drilling operations offshore Nigeria in March 2018.

During 2017, we also executed a six-well contract for ENSCO DS-7 and a five-well contract for ENSCO 8504, which are expected to commence in March 2018 in the Mediterranean Sea and Vietnam, respectively. The ENSCO DS-7 contract contains two two-well priced options and the ENSCO 8504 contract contains an option for one well or eight top-hole sections. Additionally, we executed a one-well extension for ENSCO DS-12 (formerly Atwood Achiever) and executed new one-well contracts for ENSCO 8503 and ENSCO 8505.

## Jackups

Demand for jackups has improved with increased tendering activity observed during 2017 following historic lows; however, day rates remain depressed due to the oversupply of rigs.

During 2017, we executed a four-year contract for ENSCO 92, three-year contracts for ENSCO 110 and ENSCO 120, a 400-day contract for ENSCO 102 and a one-year contract extension for ENSCO 67. Additionally, we entered into several short-term contracts and contract extensions for ENSCO 68, ENSCO 72, ENSCO 75, ENSCO 87, ENSCO 101, ENSCO 107, ENSCO 115 (formerly Atwood Orca), ENSCO 121 and ENSCO 122.

We also received notices of termination for convenience for the ENSCO 104 and ENSCO 71 contracts effective in May and August 2017, respectively, which were previously expected to end in January and July 2018, respectively. In January 2018, ENSCO 104 was re-contracted under a 485-day contract.

In addition, we sold five jackups for scrap value resulting in insignificant pre-tax gains.



The following table summarizes our consolidated results of operations for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Revenues</td><td>$ 1,843.0</td><td>$ 2,776.4</td><td>$ 4,063.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>1,189.5</td><td>1,301.0</td><td>1,869.6</td></tr><tr><td>Loss on impairment</td><td>182.9</td><td>—</td><td>2,746.4</td></tr><tr><td>Depreciation</td><td>444.8</td><td>445.3</td><td>572.5</td></tr><tr><td>General and administrative</td><td>157.8</td><td>100.8</td><td>118.4</td></tr><tr><td>Operating income (loss)</td><td>(132.0)</td><td>929.3</td><td>(1,243.5)</td></tr><tr><td>Other income (expense), net</td><td>(64.0)</td><td>68.2</td><td>(227.7)</td></tr><tr><td>Provision for income taxes</td><td>109.2</td><td>108.5</td><td>(13.9)</td></tr><tr><td>Income (loss) from continuing operations</td><td>(305.2)</td><td>889.0</td><td>(1,457.3)</td></tr><tr><td>Income (loss) from discontinued operations, net</td><td>1.0</td><td>8.1</td><td>(128.6)</td></tr><tr><td>Net income (loss)</td><td>(304.2)</td><td>897.1</td><td>(1,585.9)</td></tr><tr><td>Net (income) loss attributable to noncontrolling interests</td><td>.5</td><td>(6.9)</td><td>(8.9)</td></tr><tr><td>Net income (loss) attributable to Ensco</td><td>$ (303.7)</td><td>$ 890.2</td><td>$ (1,594.8)</td></tr></table>

During 2017, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during 2016, revenues declined by $728.4 million, or 28%, as compared to the prior year. The decline was primarily due to fewer floater days under contract, lower average day rates across our fleet and the sale of ENSCO 6004, ENSCO 6003, ENSCO 53 and ENSCO 52. The decline in revenues was partially offset by the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet during the fourth quarter.

Contract drilling expense declined by $111.5 million, or 9%, as compared to the prior year primarily due to rig stackings, sale of ENSCO 6004, ENSCO 6003, ENSCO 94, ENSCO 53, ENSCO 52 and ENSCO 56 and cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by rig reactivation costs, the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet.

During 2016, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during the year and ENSCO DS-4 and ENSCO DS-9 lump-sum termination payments totaling $129.0 million received during 2015, revenues declined by $1.4 billion, or 35%, as compared to the prior year. The decline was primarily due to fewer days under contract across our fleet, lower average day rates, sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1, and lower revenues from ENSCO DS-5. The decline in revenues was partially offset by the commencement of ENSCO DS-8 drilling operations and revenue generated from semisubmersible rigs that were undergoing shipyard projects during 2015.

Contract drilling expense declined by $568.6 million, or 30%, as compared to the prior year primarily due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses as well as the sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1. This decline was partially offset by ENSCO DS-8 contract drilling expense.

During 2017, we recognized a pre-tax, non-cash loss on impairment of $182.9 million related to certain older, less capable, non-core assets in our fleet. During the fourth quarter, we determined that the remaining useful life of certain non-core rigs would not extend substantially beyond their current contracts resulting in triggering events and



the performance of recoverability tests. Our estimates of undiscounted cash flows over the revised estimated remaining useful lives were not sufficient to cover each asset’s carrying value. Accordingly, we concluded that two semisubmersibles and one jackup were impaired as of December 31, 2017.

During 2015, we recognized a pre-tax, non-cash loss on impairment of $2.6 billion, of which $2.5 billion was included in income (loss) from continuing operations and $148.6 million was included in income (loss) from discontinued operations, net, in our consolidated statement of operations. The impairments recognized during 2015 resulted from adverse changes in our business climate that led to the conclusion that triggering events had occurred across our fleet.

During 2017, excluding the impact of $51.6 million of acquisition and integration costs associated with the Merger, general and administrative expenses increased by $5.4 million, or 5%, as compared to 2016 primarily due to increased compensation costs for certain performance-based awards. General and administrative expenses declined by $17.6 million, or 15%, in 2016 as compared to 2015 primarily due to lower shore-based headcount levels and various other cost control initiatives.

Other income (expense), net, included an estimated gain on bargain purchase recognized in connection with the Merger of $140.2 million during 2017 and pre-tax gains and losses on debt extinguishment totaling $287.8 million and $33.5 million during 2016 and 2015, respectively.

## Rig Counts, Utilization and Average Day Rates

The following table summarizes our offshore drilling rigs by reportable segment, rigs under construction and rigs held-for-sale as of December 31, 2017, 2016 and 2015:

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Floaters \( ^{(1)} \)</td><td>24</td><td>19</td><td>22</td></tr><tr><td>Jackups \( ^{(2)(3)} \)</td><td>37</td><td>36</td><td>36</td></tr><tr><td>Under construction \( ^{(1)(2)} \)</td><td>3</td><td>2</td><td>4</td></tr><tr><td>Held-for-sale \( ^{(3)(4)} \)</td><td>1</td><td>2</td><td>6</td></tr><tr><td>Total</td><td>65</td><td>59</td><td>68</td></tr></table>

(1) During 2017, we added ENSCO DS-11, ENSCO DS-12, ENSCO DS-13, ENSCO DS-14, ENSCO DPS-1 and ENSCO MS-1 from the Merger. We also accepted delivery of ENSCO DS-10. ENSCO DS-13 and ENSCO DS-14 are under construction.

During 2016, we sold ENSCO DS-1, ENSCO 6003 and ENSCO 6004.

(2) During 2017, we added ENSCO 111, ENSCO 112, ENSCO 113, ENSCO 114 and ENSCO 115 from the Merger. We also sold ENSCO 86, ENSCO 99, ENSCO 52 and ENSCO 56.

During 2016, we accepted delivery of two high-specification jackup rigs (ENSCO 140 and ENSCO 141). Both rigs are expected to obtain drilling contracts for work commencing during 2018.

(3) During 2016, we classified ENSCO 53 and ENSCO 94 as held-for-sale.

(4) During 2017, we sold ENSCO 90.

During 2016, we sold ENSCO DS-2, ENSCO 6000, ENSCO 53, ENSCO 58, ENSCO 91 and ENSCO 94.



The following table summarizes our rig utilization and average day rates from continuing operations by reportable segment for each of the years in the three-year period ended December 31, 2017:

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Rig Utilization(1)</td><td></td><td></td><td></td></tr><tr><td>Floaters</td><td>45%</td><td>54%</td><td>69%</td></tr><tr><td>Jackups</td><td>60%</td><td>60%</td><td>73%</td></tr><tr><td>Total</td><td>55%</td><td>58%</td><td>72%</td></tr><tr><td>Average Day Rates(2)</td><td></td><td></td><td></td></tr><tr><td>Floaters</td><td>$ 327,736</td><td>$ 359,758</td><td>$ 416,346</td></tr><tr><td>Jackups</td><td>84,913</td><td>110,682</td><td>136,451</td></tr><tr><td>Total</td><td>$ 158,484</td><td>$ 192,427</td><td>$ 233,325</td></tr></table>

(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 earned but is deferred and amortized over a future period, for example when a rig earns revenue while mobilizing to commence a new contract or while being upgraded in a shipyard, the related days are excluded from days under contract.

For newly-constructed or acquired rigs, the number of days in the period begins upon commencement of drilling operations for rigs with a contract or when the rig becomes available for drilling operations for rigs without a contract.

(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.

Detailed explanations of our operating results, including discussions of revenues, contract drilling expense and depreciation expense by segment, are provided below.

## Operating Income

Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third parties. Our two reportable segments, Floaters and Jackups, provide one service, contract drilling.

Segment information for each of the years in the three-year period ended December 31, 2017 is presented below (in millions). General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income (loss) and were included in "Reconciling Items."



<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td colspan="2">Other</td><td colspan="2">Operating Segments Total</td><td colspan="2">Reconciling Items</td><td colspan="2">Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>1,143.5</td><td>$</td><td>640.3</td><td>$</td><td>59.2</td><td>$</td><td>1,843.0</td><td>$</td><td>—</td><td>$</td><td>1,843.0</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>624.2</td><td></td><td>512.1</td><td></td><td>53.2</td><td></td><td>1,189.5</td><td></td><td>—</td><td></td><td>1,189.5</td></tr><tr><td>Loss on impairment</td><td></td><td>174.7</td><td></td><td>8.2</td><td></td><td>—</td><td></td><td>182.9</td><td></td><td>—</td><td></td><td>182.9</td></tr><tr><td>Depreciation</td><td></td><td>297.4</td><td></td><td>131.5</td><td></td><td>—</td><td></td><td>428.9</td><td></td><td>15.9</td><td></td><td>444.8</td></tr><tr><td>General and administrative</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>157.8</td><td></td><td>157.8</td></tr><tr><td>Operating income (loss)</td><td>$</td><td>47.2</td><td>$</td><td>(11.5)</td><td>$</td><td>6.0</td><td>$</td><td>41.7</td><td>$</td><td>(173.7)</td><td>$</td><td>(132.0)</td></tr></table>

Year Ended December 31, 2016

<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td colspan="2">Other</td><td colspan="2">Operating Segments Total</td><td colspan="2">Reconciling Items</td><td colspan="2">Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>1,771.1</td><td>$</td><td>929.5</td><td>$</td><td>75.8</td><td>$</td><td>2,776.4</td><td>$</td><td>—</td><td>$</td><td>2,776.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>725.0</td><td></td><td>516.8</td><td></td><td>59.2</td><td></td><td>1,301.0</td><td></td><td>—</td><td></td><td>1,301.0</td></tr><tr><td>Depreciation</td><td></td><td>304.1</td><td></td><td>123.7</td><td></td><td>—</td><td></td><td>427.8</td><td></td><td>17.5</td><td></td><td>445.3</td></tr><tr><td>General and administrative</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>100.8</td><td></td><td>100.8</td></tr><tr><td>Operating income</td><td>$</td><td>742.0</td><td>$</td><td>289.0</td><td>$</td><td>16.6</td><td>$</td><td>1,047.6</td><td>$</td><td>(118.3)</td><td>$</td><td>929.3</td></tr></table>

Year Ended December 31, 2015

<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td colspan="2">Other</td><td colspan="2">Operating Segments Total</td><td colspan="2">Reconciling Items</td><td colspan="2">Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>2,466.0</td><td>$</td><td>1,445.6</td><td>$</td><td>151.8</td><td>$</td><td>4,063.4</td><td>$</td><td>—</td><td>$</td><td>4,063.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>1,052.8</td><td></td><td>693.5</td><td></td><td>123.3</td><td></td><td>1,869.6</td><td></td><td>—</td><td></td><td>1,869.6</td></tr><tr><td>Loss on impairment</td><td></td><td>1,778.4</td><td></td><td>968.0</td><td></td><td></td><td></td><td>2,746.4</td><td></td><td>—</td><td></td><td>2,746.4</td></tr><tr><td>Depreciation</td><td></td><td>382.4</td><td></td><td>175.7</td><td></td><td>—</td><td></td><td>558.1</td><td></td><td>14.4</td><td></td><td>572.5</td></tr><tr><td>General and administrative</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td></td><td>118.4</td><td></td><td>118.4</td></tr><tr><td>Operating income (loss)</td><td>$</td><td>(747.6)</td><td>$</td><td>(391.6)</td><td>$</td><td>28.5</td><td>$</td><td>(1,110.7)</td><td>$</td><td>(132.8)</td><td>$</td><td>(1,243.5)</td></tr></table>

Floaters

During 2017, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during 2016, revenues declined by $422.6 million, or 27%. The decline was primarily due to fewer days under contract across our fleet, sale of ENSCO 6003 and ENSCO 6004 and lower average day rates. The decline in revenues was partially offset by the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet.

Contract drilling expense declined by $100.8 million, or 14%, as compared to the prior year primarily due to rig stackings, sale of ENSCO 6004 and ENSCO 6003 and other cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by the addition of Atwood rigs to the fleet, rig reactivation costs and ENSCO DS-4 contract drilling expense.



We recognized a loss on impairment of $174.7 million related to two older, less capable, non-core assets in our fleet whereas we did not recognize any impairment in our floater segment in the prior year period.

Depreciation expense declined by $6.7 million, or 2%, compared to the prior year primarily due to the extension of useful lives for certain contracted rigs, partially offset by the addition of Atwood rigs.

During 2016, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during the year and ENSCO DS-4 and ENSCO DS-9 lump-sum termination payments totaling $129.0 million received during 2015, revenues declined by $770.9 million, or 33%, primarily due to fewer days under contract across the fleet, lower average day rates and the sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1. This decline was partially offset by the commencement of ENSCO DS-8 drilling operations and revenue generated from rigs that were undergoing shipyard projects during 2015.

Contract drilling expense declined by $327.8 million, or 31%, as compared to the prior year primarily due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses as well as the sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1. This decline was partially offset by ENSCO DS-8 contract drilling expense.

Depreciation expense declined by $78.3 million, or 20%, primarily due to lower depreciation expense on floaters that were impaired during 2015, partially offset by the addition of ENSCO DS-8 to the active fleet.

## Jackups

During 2017, revenues declined by $289.2 million, or 31%, as compared to the prior year. The decline was primarily due to lower average day rates, fewer days under contract across our fleet, additional shipyard days and sale of ENSCO 53 and ENSCO 52.

Contract drilling expense declined by $4.7 million, or 1%, as compared to the prior year due to the sale of ENSCO 94, ENSCO 53, ENSCO 52 and ENSCO 56 and other cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by rigs that were stacked in 2016 and operated 2017 and related rig reactivation costs.

We recognized a loss on impairment of $8.2 million related to one older, less capable, non-core asset in our fleet whereas we did not recognize any impairment in our jackup segment in the prior year period.

Depreciation expense increased by $7.8 million, or 6%, as compared to the prior year primarily due to the addition of Atwood rigs, partially offset by the extension of useful lives for certain contracted rigs.

During 2016, revenues declined by $516.1 million, or 36%, as compared to the prior year. The decline in revenues was primarily due to lower average day rates and fewer days under contract across our fleet.

Contract drilling expense declined by $176.7 million, or 25%, as compared to the prior year due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by deferred gain amortization on the sale of ENSCO 83, ENSCO 89 and ENSCO 98 during 2015.

Depreciation expense declined by $52.0 million, or 30%, as compared to the prior year primarily due to lower depreciation expense on jackups that were impaired during 2015. The decline was partially offset by the addition of ENSCO 110 to the active fleet.

## Impairment of Long-Lived Assets and Goodwill

See Note 4 and Note 9 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for information on impairment of long-lived assets and goodwill, respectively.



## Other Income (Expense), Net

The following table summarizes other income (expense), net, for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td><td colspan="2">2015</td></tr><tr><td>Interest income</td><td>$     25.8</td><td>$     13.8</td><td>$     9.9</td><td></td><td></td><td></td></tr><tr><td>Interest expense, net:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest expense</td><td>(296.7)</td><td>(274.5)</td><td>(303.7)</td><td></td><td></td><td></td></tr><tr><td>Capitalized interest</td><td>72.5</td><td>45.7</td><td>87.4</td><td></td><td></td><td></td></tr><tr><td></td><td>(224.2)</td><td>(228.8)</td><td>(216.3)</td><td></td><td></td><td></td></tr><tr><td>Other, net</td><td>134.4</td><td>283.2</td><td>(21.3)</td><td></td><td></td><td></td></tr><tr><td></td><td>$ (64.0)</td><td>$ 68.2</td><td>$ (227.7)</td><td></td><td></td><td></td></tr></table>

Interest income during 2017 and 2016 increased as compared to the respective prior year periods as a result of higher average short-term investment balances.

Interest expense during 2017 increased by $22.2 million, or 8%, as compared to the prior year due to the issuance of convertible debt and exchange notes, partially offset by lower interest expense due to debt repurchases. Interest expense during 2016 declined by $29.2 million, or 10%, as compared to the prior year due to the reduction of $1.2 billion of debt through repurchases and exchange.

Interest expense capitalized during 2017 increased $26.8 million, or 59%, as compared to the prior year due to an increase in the amount of capital invested in newbuild construction. Interest expense capitalized during 2016 declined $41.7 million, or 48%, as compared to the prior year due to newbuild rigs placed into service during 2015 and 2016.

Other income (expense), net, included an estimated gain on bargain purchase recognized in connection with the Merger of $140.2 million during 2017 and pre-tax gains on debt extinguishment totaling $287.8 million during 2016. Other income (expense), net, included pre-tax losses on debt extinguishment totaling $33.5 million during 2015, partially offset by a $6.4 million gain on settlement of outstanding tax indemnification liabilities.

Our functional currency is the U.S. dollar, and a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar. These transactions are remeasured in U.S. dollars based on a combination of both current and historical exchange rates. Net foreign currency exchange gains and losses, inclusive of offsetting fair value derivatives, were $5.1 million of losses, $6.0 million of losses and $5.4 million of gains, and were included in other, net, in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively.

Net unrealized gains of $4.5 million, $1.8 million and $700,000 from marketable securities held in our supplemental executive retirement plans ("the SERP") were included in other, net, in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively. The fair value measurement of our marketable securities held in the SERP is presented in Note 3 to our consolidated financial statements included in "Financial Statements and Supplementary Data" of this Annual Report.



## Provision for Income Taxes

Ensco plc, our parent company, is domiciled and resident in the U.K. Our subsidiaries conduct operations and earn income in numerous countries and are subject to the laws of taxing jurisdictions within those countries. The income of our non-U.K. subsidiaries is generally not subject to U.K. taxation. Income tax rates imposed in the tax jurisdictions in which our subsidiaries conduct operations vary, as does the tax base to which the rates are applied. In some cases, tax rates may be applicable to gross revenues, statutory or negotiated deemed profits or other bases utilized under local tax laws, rather than to net income.

Our drilling rigs frequently move from one taxing jurisdiction to another to perform contract drilling services. In some instances, the movement of drilling rigs among taxing jurisdictions will involve the transfer of ownership of the drilling rigs among our subsidiaries. As a result of frequent changes in the taxing jurisdictions in which our drilling rigs are operated and/or owned, changes in profitability levels and changes in tax laws, our annual effective income tax rate may vary substantially from one reporting period to another. In periods of declining profitability, our income tax expense may not decline proportionally with income, which could result in higher effective income tax rates. Further, we may continue to incur income tax expense in periods in which we operate at a loss.

## U.S. Tax Reform

The U.S. Tax Cuts and Jobs Act (“U.S. tax reform”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law, including a reduction in the statutory income tax rate from 35% to 21% effective January 1, 2018, a base erosion anti-abuse tax that effectively imposes a minimum tax on certain payments to non-U.S. affiliates and new and revised rules relating to the current taxation of certain income of foreign subsidiaries. We recognized a net tax expense of $16.5 million during the fourth quarter of 2017 in connection with enactment of U.S. tax reform, consisting of a $38.5 million tax expense associated with the one-time transition tax on deemed repatriation of the deferred foreign income of our U.S. subsidiaries, a $17.3 million tax expense associated with revisions to rules over the taxation of income of foreign subsidiaries, a $20.0 million tax benefit resulting from the re-measurement of our deferred tax assets and liabilities as of December 31, 2017 to reflect the reduced tax rate and a $19.3 million tax benefit resulting from adjustments to the valuation allowance on deferred tax assets.

Due to the timing of the enactment of U.S. tax reform and the complexity involved in applying its provisions, we have made reasonable estimates of its effects and recorded such amounts in our consolidated financial statements as of December 31, 2017 on a provisional basis. As we continue to analyze applicable information and data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others, we may make adjustments to the provisional amounts throughout the one-year measurement period as provided by Staff Accounting Bulletin No. 118. Our accounting for the enactment of U.S. tax reform will be completed during 2018 and any adjustments we recognize could be material. The ongoing impact of U.S. tax reform may result in an increase in our consolidated effective income tax rate in future periods. See Note 10 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for additional information.

## Effective Tax Rate

During the years ended December 31, 2017, 2016 and 2015, we recorded income tax expense of $109.2 million and $108.5 million and income tax benefit of $13.9 million, respectively. Our consolidated effective income tax rates were (55.7)%, 10.9% and 0.9% during the same periods, respectively.

Our 2017 consolidated effective income tax rate includes $32.2 million associated with the impact of various discrete tax items, including $16.5 million of tax expense associated with U.S. tax reform and $15.7 million of tax expense associated with the exchange offers and debt repurchases, rig sales, a restructuring transaction, settlement of a previously disclosed legal contingency, the effective settlement of a liability for unrecognized tax benefits associated with a tax position taken in prior years and other resolutions of prior year tax matters.

Our 2016 consolidated effective income tax rate includes the impact of various discrete tax items, including



a $16.9 million tax expense resulting from net gains on the repurchase of various debt during the year, the recognition of an $8.4 million net tax benefit relating to the sale of various rigs, a $5.5 million tax benefit resulting from a net reduction in the valuation allowance on U.S. foreign tax credits and a net $5.3 million tax benefit associated with liabilities for unrecognized tax benefits and other adjustments relating to prior years.

Our consolidated effective income tax rate for 2015 includes the impact of various discrete tax items, primarily related to a $192.5 million tax benefit associated with rig impairments and an $11.0 million tax benefit resulting from the reduction of a valuation allowance on U.S. foreign tax credits.

Excluding the impact of the aforementioned discrete tax items, our consolidated effective income tax rates for the years ended December 31, 2017, 2016 and 2015 were (96.0)%, 20.3% and 16.0%, respectively. The changes in our consolidated effective income tax rate excluding discrete tax items during the three-year period result primarily from changes in the relative components of our earnings from the various taxing jurisdictions in which our drilling rigs are operated and/or owned and differences in tax rates in such taxing jurisdictions.

## Divestitures

Our business strategy has been to focus on ultra-deepwater floater and premium jackup operations and de-emphasize other assets and operations that are not part of our long-term strategic plan or that no longer meet our standards for economic returns. Consistent with this strategy, we sold nine jackup rigs, three dynamically positioned semisubmersible rigs, two moored semisubmersible rigs and two drillships during the three-year period ended December 31, 2017. We are marketing for sale ENSCO 7500, which was classified as held-for-sale in our consolidated financial statements as of December 31, 2017.

Following the Merger, we continue to focus on our fleet management strategy in light of the new composition of our rig fleet and are reviewing our fleet composition as we continue positioning Ensco for the future. As part of this strategy, we may act opportunistically from time to time to monetize assets to enhance shareholder value and improve our liquidity profile, in addition to selling or disposing of older, lower-specification or non-core rigs.



We sold the following rigs during the three-year period ended December 31, 2017 (in millions):

<table><tr><td>Rig</td><td>Date of Sale</td><td>Classification(1)</td><td>Segment(1)</td><td>Net Proceeds</td><td>Net Book Value(2)</td><td>Pre-tax Gain/ (Loss)</td></tr><tr><td>ENSCO 52</td><td>August 2017</td><td>Continuing</td><td>Jackups</td><td>$ .8</td><td>$ .4</td><td>$.4</td></tr><tr><td>ENSCO 86</td><td>June 2017</td><td>Continuing</td><td>Jackups</td><td>.3</td><td>.3</td><td>—</td></tr><tr><td>ENSCO 90</td><td>June 2017</td><td>Discontinued</td><td>Jackups</td><td>.3</td><td>.3</td><td>—</td></tr><tr><td>ENSCO 99</td><td>June 2017</td><td>Continuing</td><td>Jackups</td><td>.3</td><td>.3</td><td>—</td></tr><tr><td>ENSCO 56</td><td>April 2017</td><td>Continuing</td><td>Jackups</td><td>1.0</td><td>.3</td><td>.7</td></tr><tr><td>ENSCO 94</td><td>November 2016</td><td>Continuing</td><td>Jackups</td><td>.9</td><td>.3</td><td>.6</td></tr><tr><td>ENSCO 53</td><td>October 2016</td><td>Continuing</td><td>Jackups</td><td>.9</td><td>.3</td><td>.6</td></tr><tr><td>ENSCO DS-1</td><td>June 2016</td><td>Continuing</td><td>Floaters</td><td>5.0</td><td>2.3</td><td>2.7</td></tr><tr><td>ENSCO 6004</td><td>May 2016</td><td>Continuing</td><td>Floaters</td><td>.9</td><td>.9</td><td>—</td></tr><tr><td>ENSCO 6003</td><td>May 2016</td><td>Continuing</td><td>Floaters</td><td>.9</td><td>.9</td><td>—</td></tr><tr><td>ENSCO DS-2</td><td>May 2016</td><td>Discontinued</td><td>Floaters</td><td>5.0</td><td>4.0</td><td>1.0</td></tr><tr><td>ENSCO 91</td><td>May 2016</td><td>Continuing</td><td>Jackups</td><td>.8</td><td>.3</td><td>.5</td></tr><tr><td>ENSCO 58</td><td>April 2016</td><td>Discontinued</td><td>Jackups</td><td>.7</td><td>.3</td><td>.4</td></tr><tr><td>ENSCO 6000</td><td>April 2016</td><td>Discontinued</td><td>Floaters</td><td>.6</td><td>.8</td><td>(.2)</td></tr><tr><td>ENSCO 5001</td><td>December 2015</td><td>Discontinued</td><td>Floaters</td><td>2.4</td><td>2.5</td><td>(.1)</td></tr><tr><td>ENSCO 5002</td><td>June 2015</td><td>Discontinued</td><td>Floaters</td><td>1.6</td><td>—</td><td>1.6</td></tr><tr><td></td><td></td><td></td><td></td><td>$ 22.4</td><td>$ 14.2</td><td>$ 8.2</td></tr></table>

(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.

## Discontinued Operations

Prior to 2015, individual rig disposals were classified as discontinued operations once the rigs met the criteria to be classified as held-for-sale. The operating results of the rigs through the date the rig was sold as well as the gain or loss on sale were included in results from discontinued operations, net, in our consolidated statement of operations. Net proceeds from the sales of the rigs were included in investing activities of discontinued operations in our consolidated statement of cash flows in the period in which the proceeds were received.

During 2015, we adopted the Financial Accounting Standards Board’s Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("Update 2014-08"). Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. As a result, individual assets that are classified as held-for-sale beginning in 2015 are not reported as discontinued operations and their operating results and gain or loss on sale of these rigs are included in contract drilling expense in our consolidated statements of operations. Rigs that were classified as held-for-sale prior to 2015 continue to be reported as discontinued operations.

During 2014, we committed to a plan to sell various non-core floaters and jackups. The operating results for these rigs and any related gain or loss on sale were included in results from discontinued operations, net, in our consolidated statements of operations. ENSCO 7500 continues to be actively marketed for sale and was classified as held-for-sale on our December 31, 2017 consolidated balance sheet.



In September 2014, we sold ENSCO 93, a jackup contracted to Pemex. In connection with this sale, we executed a charter agreement with the purchaser to continue operating the rig for the remainder of the Pemex contract, which ended in July 2015, less than one year from the date of sale. Our management services following the sale did not constitute significant ongoing involvement and therefore, the rig's operating results through the term of the contract and loss on sale were included in results from discontinued operations, net, in our consolidated statements of operations.

The following table summarizes income (loss) from discontinued operations for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td><td colspan="2">2015</td></tr><tr><td>Revenues</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ 19.5</td><td></td><td></td></tr><tr><td>Operating expenses</td><td>1.5</td><td></td><td>3.1</td><td></td><td>39.5</td><td></td></tr><tr><td>Operating loss</td><td>(1.5)</td><td></td><td>(3.1)</td><td></td><td>(20.0)</td><td></td></tr><tr><td>Income tax benefit</td><td>(2.1)</td><td></td><td>(10.1)</td><td></td><td>(7.7)</td><td></td></tr><tr><td>Loss on impairment, net</td><td>—</td><td></td><td>—</td><td></td><td>(120.6)</td><td></td></tr><tr><td>Gain on disposal of discontinued operations, net</td><td>.4</td><td></td><td>1.1</td><td></td><td>4.3</td><td></td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 1.0</td><td>$ —</td><td>$ 8.1</td><td>$ —</td><td>(128.6)</td><td></td></tr></table>

On a quarterly basis, we reassess the fair values of our held-for-sale rigs to determine whether any adjustments to the carrying values are necessary. We recorded a non-cash loss on impairment totaling $120.6 million (net of tax benefits of $28.0 million) for the year ended December 31, 2015 as a result of declines in the estimated fair values of our held-for-sale rigs. The loss on impairment was included in loss from discontinued operations, net, in our consolidated statements of operations for the year ended December 31, 2015. We measured the fair value of held-for-sale rigs by applying a market approach, which was based on an unobservable third-party estimated price that would be received in exchange for the assets in an orderly transaction between market participants.

Income tax benefit from discontinued operations for the year ended December 31, 2017 and 2016 included $2.1 million and $10.2 million of discrete tax benefits, respectively.

Debt and interest expense are not allocated to our discontinued operations.



## LIQUIDITY AND CAPITAL RESOURCES

We have historically relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We periodically rely on the issuance of debt and/or equity securities to supplement our liquidity needs. A substantial portion of our cash has been invested in the expansion and enhancement of our fleet of drilling rigs through newbuild construction, acquisitions and upgrade projects.

Based on our balance sheet, our contractual backlog and $2.0 billion available under our revolving credit facility, we expect to fund our short-term and long-term liquidity needs, including contractual obligations and anticipated capital expenditures, dividends and working capital requirements, from cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility or other future financing arrangements. During 2017 and in early 2018, we executed several transactions to maximize our liquidity.

In January 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 at par, net of debt issuance costs of $16.5 million. Net proceeds of $983.5 million from the 2026 Notes were partially used to fund the repurchase and redemption of $237.6 million principal amount of our 8.50% notes due 2019, $256.6 million principal amount of our 6.875% notes due 2020 and $156.2 million principal amount of our 4.70% notes due 2021. We expect to recognize a pre-tax loss on debt extinguishment of $18.2 million during the first quarter of 2018.

Upon closing of the Merger, we utilized acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion. We amended our credit facility upon closing to extend the final maturity date by two years. Previously, our credit facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit facility, as amended, requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of our outstanding debt with $332.5 million of cash and $332.0 million of newly issued 8.00% senior notes due 2024. During the remainder of the year, we repurchased $194.1 million aggregate principal amount of our outstanding debt on the open market for $204.5 million of cash and recognized an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.

During the three-year period ended December 31, 2017, our primary sources of cash were an aggregate $3.0 billion generated from operating activities of continuing operations, $1.9 billion in proceeds from the issuance of senior notes and $585.5 million in proceeds from an equity offering. Our primary uses of cash during the same period included $2.5 billion for the construction, enhancement and other improvement of our drilling rigs, including $1.9 billion invested in newbuild construction, $2.5 billion for the repurchase of outstanding debt, $871.6 million for the repayment of Atwood debt, net of cash acquired, and $166.6 million for dividend payments.

Explanations of our liquidity and capital resources for each of the years in the three-year period ended December 31, 2017 are set forth below.



## Cash Flows and Capital Expenditures

Our cash flows from operating activities of continuing operations and capital expenditures on continuing operations for each of the years in the three-year period ended December 31, 2017 were as follows (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td><td colspan="2">2015</td></tr><tr><td>Cash flows from operating activities of continuing operations</td><td>$</td><td>259.4</td><td>$</td><td>1,077.4</td><td>$</td><td>1,697.9</td></tr><tr><td>Capital expenditures on continuing operations:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>New rig construction</td><td>$</td><td>429.8</td><td>$</td><td>209.8</td><td>$</td><td>1,238.8</td></tr><tr><td>Rig enhancements</td><td></td><td>45.1</td><td></td><td>15.9</td><td></td><td>164.5</td></tr><tr><td>Minor upgrades and improvements</td><td></td><td>61.8</td><td></td><td>96.5</td><td></td><td>216.2</td></tr><tr><td></td><td>$</td><td>536.7</td><td>$</td><td>322.2</td><td>$</td><td>1,619.5</td></tr></table>

During 2017, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during 2016, cash flows from continuing operations declined by $613.0 million, or 70%, as compared to the prior year. The decline primarily resulted from a $823.0 million decline in cash receipts from contract drilling services, partially offset by a $190.4 million decline in cash payments related to contract drilling expenses and a $65.0 million decline in cash paid for interest, net of amounts capitalized.

During 2016, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totaling $205.0 million received during the year and lump-sum payments associated with the ENSCO DS-4 and ENSCO DS-9 contract terminations totaling $129.0 million received during 2015, cash flows from continuing operations declined by $696.5 million, or 44%, as compared to the prior year. The decline primarily resulted from a $1.4 billion decline in cash receipts from contract drilling services, partially offset by a $675.9 million decline in cash payments related to contract drilling expenses and a $34.4 million decline in cash paid for income taxes.

We remain focused on our long-established strategy of high-grading and expanding the size of our fleet. During the three-year period ended December 31, 2017, we invested $1.9 billion in the construction of new drilling rigs and an additional $225.5 million enhancing the capability and extending the useful lives of our existing fleet.

Based on our current projections, we expect capital expenditures during 2018 to include approximately $375 million for newbuild construction, approximately $40 million for rig enhancement projects and approximately $60 million for minor upgrades and improvements. Of the $375 million for newbuild construction, $207.4 million relating to ENSCO 123 was paid in January 2018. Depending on market conditions and opportunities, we may make additional capital expenditures to upgrade rigs for customer requirements and construct or acquire additional rigs.

## Dividends

Our Board of Directors declared a $0.01 quarterly cash dividend per Class A ordinary share for each quarter during 2017. In October 2017, we amended our revolving credit facility, which prohibits us from paying dividends in excess of $0.01 per share per fiscal quarter. Dividends in excess of this amount would require the amendment or waiver of such provision. The declaration and amount of future dividends is at the discretion of our Board of Directors. In the future, our Board of Directors may, without advance notice, determine to reduce or suspend our dividend in order to improve our financial flexibility and best position us for long-term success. When evaluating dividend payment timing and amounts, our Board of Directors considers several factors, including our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and limitations under our revolving credit facility.



Our total debt, total capital and total debt to total capital ratios as of December 31, 2017, 2016 and 2015 are summarized below (in millions, except percentages):

<table><tr><td></td><td>Pro Forma 2017(1)</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Total debt</td><td>$ 5,057.5</td><td>$ 4,750.7</td><td>$ 5,274.5</td><td>$ 5,868.6</td></tr><tr><td>Total capital(2)</td><td>13,774.8</td><td>13,482.8</td><td>13,525.1</td><td>12,381.5</td></tr><tr><td>Total debt to total capital</td><td>36.7%</td><td>35.2%</td><td>39.0%</td><td>47.4%</td></tr></table>

(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 January 2018 offering of senior notes due 2026, tender offers and redemption described below. In January 2018, total debt increased by $306.8 million as a result of the issuance of $1.0 billion of 7.75% senior notes due 2026 issued net of debt issuance costs of $16.5 million, partially offset by the debt repurchases and redemptions of our 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021, which had an aggregate carrying value of $676.7 million, net of discounts, premiums and issuance costs. Total capital was adjusted by the aforementioned amount and the estimated net of tax loss on the repurchases and redemptions of $14.8 million.

(2) Total capital consists of total debt and Ensco shareholders' equity.

During 2017, our total debt and total capital declined by $523.8 million and $42.3 million, respectively. This resulted in the decline of our total debt to total capital ratio from 39.0% to 35.2% due to debt repurchases, a loss on impairment and the equity issued and bargain purchase gain recognized in connection with the Merger.

During 2016, our total debt declined by $594.1 million and our total capital increased by $1.1 billion. This resulted in the decline of our total debt to total capital ratio from 47.4% to 39.0% primarily due to debt repurchases and exchanges, the issuance of our 3.00% exchangeable senior notes due 2024 and our equity issuance.

## Convertible Senior Notes

In December 2016, Ensco Jersey Finance Limited, a wholly-owned subsidiary of Ensco plc, issued $849.5 million aggregate principal amount of unsecured 2024 Convertible Notes in a private offering. The 2024 Convertible Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Ensco plc and are exchangeable into cash, our Class A ordinary shares or a combination thereof, at our election. Interest on the 2024 Convertible Notes is payable semiannually on January 31 and July 31 of each year. The 2024 Convertible Notes will mature on January 31, 2024, unless exchanged, redeemed or repurchased in accordance with their terms prior to such date. Holders may exchange their 2024 Convertible Notes at their option any time prior to July 31, 2023 only under certain circumstances set forth in the indenture governing the 2024 Convertible Notes. On or after July 31, 2023, holders may exchange their 2024 Convertible Notes at any time. The exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an exchange price of $14.02 per share, and is subject to adjustment upon certain events. The 2024 Convertible Notes may not be redeemed by us except in the event of certain tax law changes.

The indenture governing the 2024 Convertible Notes contains customary events of default, including failure to pay principal or interest on such notes when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions. See Note 5 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for additional information on our 2024 Convertible Notes.



On January 26, 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 at par, net of $16.5 million in debt issuance costs. Interest on the 2026 Notes is payable semiannually on February 1 and August 1 of each year commencing August 1, 2018.

During 2017, we exchanged $332.0 million aggregate principal amount of unsecured 8.00% senior notes due 2024 (the “8% 2024 Notes”) for certain amounts of our outstanding senior notes due 2019, 2020 and 2021. Interest on the 8% 2024 Notes is payable semiannually on January 31 and July 31 of each year.

During 2015, we issued $700.0 million aggregate principal amount of unsecured 5.20% senior notes due 2025 (the “2025 Notes”) at a discount of $2.6 million and $400.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the “New 2044 Notes”) at a discount of $18.7 million in a public offering. Interest on the 2025 Notes is payable semiannually on March 15 and September 15 of each year. Interest on the New 2044 Notes is payable semiannually on April 1 and October 1 of each year.

During 2014, we issued $625.0 million aggregate principal amount of unsecured 4.50% senior notes due 2024 (the "2024 Notes") at a discount of $850,000 and $625.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the "Existing 2044 Notes" and together with the New 2044 Notes, the "2044 Notes") at a discount of $2.8 million. Interest on the 2024 Notes and the Existing 2044 Notes is payable semiannually on April 1 and October 1 of each year. The Existing 2044 Notes and the New 2044 Notes are treated as a single series of debt securities under the indenture governing the notes.

During 2011, we issued $1.5 billion aggregate principal amount of unsecured 4.70% senior notes due 2021 (the “2021 Notes”) at a discount of $29.6 million in a public offering. Interest on the 2021 Notes is payable semiannually on March 15 and September 15 of each year.

Upon consummation of the Pride acquisition during 2011, we assumed outstanding debt comprised of $900.0 million aggregate principal amount of unsecured 6.875% senior notes due 2020, $500.0 million aggregate principal amount of unsecured 8.5% senior notes due 2019 and $300.0 million aggregate principal amount of unsecured 7.875% senior notes due 2040 (collectively, the "Acquired Notes" and together with the 2021 Notes, 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes, the "Senior Notes"). Enso plc has fully and unconditionally guaranteed the performance of all Pride obligations with respect to the Acquired Notes. See "Note 15 - Guarantee of Registered Securities" for additional information on the guarantee of the Acquired Notes.

We may redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes in whole at any time, or in part from time to time, prior to maturity. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes and 2026 Notes before the date that is three months prior to the maturity date or the 2044 Notes before the date that is six months prior to the maturity date, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and a "make-whole" premium. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes or 2044 Notes on or after the aforementioned dates, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, but we are not required to pay a "make-whole" premium.

We may redeem each series of the 2021 Notes and the Acquired Notes, in whole or in part, at any time at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium.

The indentries governing the Senior Notes contain customary events of default, including failure to pay principal or interest on such notes when due, among others. The indentries governing the Senior Notes also contain certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.



During 1997, Ensco International Incorporated issued $150.0 million of unsecured 7.20% Debentures due 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually on May 15 and November 15 of each year. We may redeem the Debentures, in whole or in part, at any time prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. The Debentures are not subject to any sinking fund requirements. During 2009, Ensco plc entered into a supplemental indenture to unconditionally guarantee the principal and interest payments on the Debentures. See "Note 15 - Guarantee of Registered Securities" for additional information on the guarantee of the Debentures.

The Debentures and the indenture pursuant to which the Debentures were issued also contain customary events of default, including failure to pay principal or interest on the Debentures when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

## Tender Offers and Open Market Repurchases

During 2017, we repurchased $194.1 million of our outstanding senior notes on the open market for an aggregate purchase price of $204.5 million with cash on hand and recognized an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.

During 2016, we launched cash tender offers for up to $750.0 million aggregate purchase price of our outstanding debt. We received tenders totaling $860.7 million for an aggregate purchase price of $622.3 million. We used cash on hand to settle the tendered debt. Additionally during 2016, we repurchased on the open market $269.9 million of outstanding debt for an aggregate purchase price of $241.6 million.

Our tender offers and open market repurchases during the two-year period ended December 31, 2017 were as follows (in millions):

Year Ended December 31, 2017

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price(1)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>54.6</td><td>60.1</td></tr><tr><td>6.875% Senior notes due 2020</td><td>100.1</td><td>105.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td>39.4</td><td>39.3</td></tr><tr><td>Total</td><td>194.1</td><td>204.5</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.



<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price (1)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 62.0</td><td>$ 55.7</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td></tr><tr><td>4.70% Senior notes due 2021</td><td>817.0</td><td>609.0</td></tr><tr><td>4.50% Senior notes due 2024</td><td>1.7</td><td>.9</td></tr><tr><td>5.20% Senior notes due 2025</td><td>30.7</td><td>16.8</td></tr><tr><td>Total</td><td>$ 1,130.6</td><td>$ 863.9</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

## Exchange Offers

During 2017, we completed exchange offers to exchange our outstanding 8.50% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 for 8.00% senior notes due 2024 and cash. The exchange offers resulted in the tender of $649.5 million aggregate principal amount of our outstanding notes that were settled and exchanged as follows (in millions):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>8% Senior Notes Due 2024 Consideration</td><td>Cash Consideration</td><td>Total Consideration</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 145.8</td><td>$ 81.6</td><td>$ 81.7</td><td>$ 163.3</td></tr><tr><td>6.875% Senior notes due 2020</td><td>129.8</td><td>69.3</td><td>69.4</td><td>138.7</td></tr><tr><td>4.70% Senior notes due 2021</td><td>373.9</td><td>181.1</td><td>181.4</td><td>362.5</td></tr><tr><td>Total</td><td>$ 649.5</td><td>$ 332.0</td><td>$ 332.5</td><td>$ 664.5</td></tr></table>

During the year ended December 31, 2017, we recognized a pre-tax loss on the exchange offers of approximately $6.2 million, consisting of a loss of $3.5 million that includes the write-off of premiums on tendered debt and $2.7 million of transaction costs.

## Debt to Equity Exchange

During 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.



Concurrent with the issuance of our 2026 Notes, we launched cash tender offers for up to $985.0 million aggregate purchase price on certain series of senior notes issued by us and Pride International LLC, our wholly-owned subsidiary. The tender offers expired February 7, 2018, and we repurchased $182.6 million of the 8.50% senior notes due 2019, $256.6 million of the 6.875% senior notes due 2020 and $156.2 million of the 4.70% senior notes due 2021. We subsequently issued a redemption notice for the remaining outstanding $55.0 million principal amount of the 8.50% senior notes due 2019. The following table sets forth the total principal amounts repurchased as a result of the tender offers and redemption (in millions):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price(1)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>237.6</td><td>256.8</td></tr><tr><td>6.875% Senior notes due 2020</td><td>256.6</td><td>277.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td>156.2</td><td>159.3</td></tr><tr><td>Total</td><td>650.4</td><td>693.2</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

During the first quarter of 2018, we expect to recognize a pre-tax loss from debt extinguishment of approximately $18.2 million related to the tender offers, net of discounts, premiums, debt issuance costs and transaction costs.



The descriptions of our senior notes above reflect the original principal amounts issued, which have subsequently changed as a result of our tenders, repurchases, exchanges and new debt issuances such that the maturities of our debt were as follows (in millions):

<table><tr><td>Senior Notes</td><td>Original Principal</td><td>2016 Tenders, Repurchases and Equity Exchange</td><td>2017 Exchange Offers</td><td>2017 Repurchases</td><td>Principal Outstanding at December 31, 2017(1)</td><td>2018 Tender Offers, Redemption and Debt Issuance</td><td>Remaining Principal</td></tr><tr><td>8.50% due 2019</td><td>$ 500.0</td><td>$ (62.0)</td><td>$ (145.8)</td><td>$ (54.6)</td><td>$ 237.6</td><td>$ (237.6)</td><td>$ —</td></tr><tr><td>6.875% due 2020</td><td>900.0</td><td>(219.2)</td><td>(129.8)</td><td>(100.1)</td><td>450.9</td><td>(256.6)</td><td>194.3</td></tr><tr><td>4.70% due 2021</td><td>1,500.0</td><td>(817.0)</td><td>(373.9)</td><td>(39.4)</td><td>269.7</td><td>(156.2)</td><td>113.5</td></tr><tr><td>3.00% due 2024</td><td>849.5</td><td>—</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>4.50% due 2024</td><td>625.0</td><td>(1.7)</td><td>—</td><td>—</td><td>623.3</td><td>—</td><td>623.3</td></tr><tr><td>8.00% due 2024</td><td>—</td><td>—</td><td>332.0</td><td>—</td><td>332.0</td><td>—</td><td>332.0</td></tr><tr><td>5.20% due 2025</td><td>700.0</td><td>(30.7)</td><td>—</td><td>—</td><td>669.3</td><td>—</td><td>669.3</td></tr><tr><td>7.75% due 2026</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,000.0</td><td>1,000.0</td></tr><tr><td>7.20% due 2027</td><td>150.0</td><td>—</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>150.0</td></tr><tr><td>7.875% due 2040</td><td>300.0</td><td>—</td><td>—</td><td>—</td><td>300.0</td><td>—</td><td>300.0</td></tr><tr><td>5.75% due 2044</td><td>1,025.0</td><td>(24.5)</td><td>—</td><td>—</td><td>1,000.5</td><td>—</td><td>1,000.5</td></tr><tr><td>Total</td><td>$ 6,549.5</td><td>$ (1,155.1)</td><td>$ (317.5)</td><td>$ (194.1)</td><td>$ 4,882.8</td><td>$ 349.6</td><td>$ 5,232.4</td></tr></table>

(1) The aggregate principal amount outstanding as of December 31, 2017 excludes net unamortized discounts and debt issuance costs of $132.1 million.

## Revolving Credit

In October 2017, we amended our revolving credit facility ("Credit Facility") to extend the final maturity date by two years. Previously, our Credit Facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit agreement governing our revolving credit facility includes an accordion feature allowing us to increase the commitments expiring in September 2022 up to an aggregate amount not to exceed $1.5 billion.

Advances under the Credit Facility bear interest at Base Rate or LIBOR plus an applicable margin rate, depending on our credit ratings. We are required to pay a quarterly commitment fee on the undrawn portion of the $2.0 billion commitment, which is also based on our credit ratings.

In October 2017, Moody's announced a downgrade of our credit rating from B1 to B2, and Standard & Poor's downgraded our credit rating from BB to B+, which are both ratings below investment grade. In January 2018, Moody's downgraded our senior unsecured bond credit rating from B2 to B3. The Credit Facility amendment and the rating actions resulted in increases to the interest rates applicable to our borrowings and the quarterly commitment fee on the undrawn portion of the $2.0 billion commitment. The applicable margin rates are 3.00% per annum for Base Rate advances and 4.00% per annum for LIBOR advances. The quarterly commitment fee is 0.75% per annum on the undrawn portion of the $2.0 billion commitment.

The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60% and to provide guarantees from certain of our rig-owning subsidiaries sufficient to meet certain guarantee coverage ratios. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens (subject to customary exceptions, including a permitted lien



basket that permits us to raise secured debt up to the lesser of $750 million or 10% of consolidated tangible net worth (as defined in the Credit Facility)); entering into certain merger arrangements; selling, leasing, transferring or otherwise disposing of all or substantially all of our assets; making a material change in the nature of the business; paying or distributing dividends on our ordinary shares (subject to certain exceptions, including the ability to continue paying a quarterly dividend of $0.01 per share); borrowings, if after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of available cash (as defined in the Credit Facility) would exceed $150 million; and entering into certain transactions with affiliates.

The Credit Facility also includes a covenant restricting our ability to repay indebtedness maturing after September 2022, which is the final maturity date of our Credit Facility. This covenant is subject to certain exceptions that permit us to manage our balance sheet, including the ability to make repayments of indebtedness (i) of acquired companies within 90 days of the completion of the acquisition or (ii) if, after giving effect to such repayments, available cash is greater than $250 million and there are no amounts outstanding under the Credit Facility.

As of December 31, 2017, we were in compliance in all material respects with our covenants under the Credit Facility. We expect to remain in compliance with our Credit Facility covenants during 2018. We had no amounts outstanding under the Credit Facility as of December 31, 2017 and 2016.

Our access to credit and capital markets depends on the credit ratings assigned to our debt. As a result of rating actions by these agencies, we no longer maintain an investment-grade status. Our current credit ratings, and any additional actual or anticipated downgrades in our credit ratings, could limit our available options when accessing credit and capital markets, or when restructuring or refinancing our debt. In addition, future financings or refinancings may result in higher borrowing costs and require more restrictive terms and covenants, which may further restrict our operations.

## Other Financing

We filed an automatically effective shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission on November 21, 2017, which provides us the ability to issue debt securities, equity securities, guarantees and/or units of securities in one or more offerings. The registration statement expires in November 2020.

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 shares up to a maximum of $2.0 billion in the aggregate under the program, but in no case more than 35.0 million shares. As of September 30, 2017, no shares have been repurchased under the program. The program terminates in May 2018. In October 2017, we amended our revolving credit facility, which prohibits us from repurchasing our shares, except in certain limited circumstances. Any share repurchases, outside of such limited circumstances, would require the amendment or waiver of such provision.

From time to time, we and our affiliates may repurchase our outstanding senior notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or we may redeem senior notes, pursuant to their terms. In connection with any exchange, we may issue equity, issue new debt and/or pay cash consideration. Any future repurchases, exchanges or redemptions will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we may choose to pursue in the future. There can be no assurance that an active trading market will exist for our outstanding senior notes following any such transaction.



## Contractual Obligations

We have various contractual commitments related to our new rig construction and rig enhancement agreements, long-term debt and operating leases. We expect to fund these commitments from existing cash and short-term investments, future operating cash flows, borrowings under our revolving credit facility or other future financing arrangements. The actual timing of our new rig construction and rig enhancement payments may vary based on the completion of various milestones, which are beyond our control. The following table summarizes our significant contractual obligations as of December 31, 2017 and the periods in which such obligations are due (in millions):

Payments due by period

<table><tr><td></td><td colspan="2">2018</td><td>2019 and 2020</td><td>2021 and 2022</td><td>Thereafter</td><td>Total</td></tr><tr><td>Principal payments on long-term debt \( ^{(1)} \)</td><td>$ —</td><td>$ 688.5</td><td>$ 269.7</td><td>$ 3,924.6</td><td>$ 4,882.8</td><td></td></tr><tr><td>Interest payments on long-term debt \( ^{(1)} \)</td><td>270.7</td><td>511.2</td><td>420.0</td><td>1,966.1</td><td>3,168.0</td><td></td></tr><tr><td>New rig construction agreements  \( ^{(2)} \)</td><td>225.7</td><td>256.5</td><td>—</td><td>—</td><td>482.2</td><td></td></tr><tr><td>Operating leases</td><td>22.6</td><td>27.0</td><td>21.3</td><td>24.6</td><td>95.5</td><td></td></tr><tr><td>Total contractual obligations \( ^{(3)} \)</td><td>$ 519.0</td><td>$ 1,483.2</td><td>$ 711.0</td><td>$ 5,915.3</td><td>$ 8,628.5</td><td></td></tr></table>

(1) Commitments related to principal and interest payments on our debt were not adjusted to give effect to the January 2018 issuance of 2026 Notes, tender offers and redemption described above. On a pro forma basis, giving effect to the aforementioned transactions, our principal payments on long-term debt are $194.3 million in 2020 and $113.5 million in 2021 with the remaining $4.9 billion due in the thereafter period.

(2) The remaining milestone payments for ENSCO DS-13 (formerly Atwood Admiral) and ENSCO DS-14 (formerly Atwood Archer) bear interest at a rate of 4.5% per annum, which accrues during the holding period until delivery. Delivery is scheduled for September 2019 and June 2020 for ENSCO DS-13 and ENSCO DS-14, respectively. Upon delivery, the remaining milestone payments and accrued interest thereon may be financed through a promissory note with the shipyard for each rig. The promissory notes will bear interest at a rate of 5% per annum with a maturity date of December 31, 2022 and will be secured by a mortgage on each respective rig. The remaining milestone payments for ENSCO DS-13 and ENSCO DS-14 are included in the table above in the period in which we expect to take delivery of the rig. However, we may elect to execute the promissory notes and defer payment until December 2022.

(3) Contractual obligations do not include $178.0 million of unrecognized tax benefits, inclusive of interest and penalties, included on our consolidated balance sheet as of December 31, 2017. We are unable to specify with certainty the future periods in which we may be obligated to settle such amounts.



## Other Commitments

We have other commitments that we are contractually obligated to fulfill with cash under certain circumstances. These commitments include letters of credit to guarantee our performance as it relates to our drilling contracts, contract bidding, customs duties, tax appeals and other obligations in various jurisdictions. Obligations under these letters of credit are not normally called, as we typically comply with the underlying performance requirement. As of December 31, 2017, we had not been required to make collateral deposits with respect to these agreements. The following table summarizes our other commitments as of December 31, 2017 (in millions):

<table><tr><td rowspan="2"></td><td colspan="7">Commitment expiration by period</td></tr><tr><td colspan="2">2018</td><td colspan="2">2019 and 2020</td><td colspan="2">2021 and 2022</td><td>Thereafter</td></tr><tr><td>Letters of credit</td><td>$ 56.8</td><td>$ 12.7</td><td>$ —</td><td>$ 6.2</td><td>$ 75.7</td><td></td><td></td></tr></table>

## Liquidity

Our liquidity position as of December 31, 2017, 2016 and 2015 is summarized below (in millions, except ratios):

<table><tr><td></td><td colspan="2">Pro Forma 2017(1)</td><td colspan="2">2017</td><td colspan="2">2016</td><td>2015</td></tr><tr><td>Cash and cash equivalents</td><td>$</td><td>721.6</td><td>$</td><td>445.4</td><td>$</td><td>1,159.7</td><td>$</td></tr><tr><td>Short-term investments</td><td></td><td>440.0</td><td></td><td>440.0</td><td></td><td>1,442.6</td><td>50.0</td></tr><tr><td>Working capital</td><td></td><td>1,142.1</td><td></td><td>853.5</td><td></td><td>2,424.9</td><td>1,509.6</td></tr><tr><td>Current ratio</td><td></td><td>2.5</td><td></td><td>2.1</td><td></td><td>3.8</td><td>2.9</td></tr></table>

(1) Pro Forma balances represent our cash and cash equivalents, short-term investments, working capital and current ratio after giving effect to the January 2018 debt issuance and tender offers described above. Our cash and cash equivalents balance increased by $276.2 million due to the proceeds from the issuance of $1.0 billion of 7.75% senior notes due 2026, net of $16.5 million of issuance costs, partially offset by $707.3 million cash paid for repurchases and redemptions of our 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021, inclusive of accrued interest and commissions. Our working capital balance increased by the aforementioned net cash proceeds and related reduction in accrued interest.

We expect to fund our short-term liquidity needs, including contractual obligations and anticipated capital expenditures, as well as dividends and working capital requirements, from our cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility.

We expect to fund our long-term liquidity needs, including contractual obligations, anticipated capital expenditures and dividends, from our operating cash flows and, if necessary, funds borrowed under our revolving credit facility or other future financing arrangements. We may decide to access debt and/or equity markets to raise additional capital or increase liquidity as necessary.

Notwithstanding our current liquidity position, if we experience significant further deterioration in demand for offshore drilling, our ability to maintain a sufficient level of liquidity to meet our financial obligations could be materially and adversely impacted. Further, our access to credit and capital markets depends on the credit ratings assigned to our debt by independent credit rating agencies. Our credit rating is no longer investment-grade. Our current credit ratings, and any additional actual or anticipated downgrades in our credit ratings, could limit our ability to access credit and capital markets, or to restructure or refinance our indebtedness. In addition, future financings or refinancings may result in higher borrowing costs and require more restrictive terms and covenants, which may further restrict our operations.



## Effects of Climate Change and Climate Change Regulation

Greenhouse gas ("GHG") emissions have increasingly become the subject of international, national, regional, state and local attention. At the December 2015 Conference of the Parties to the United Nations Framework Convention on Climate Change ("UNFCC") held in Paris, an agreement was reached that requires countries to review and "represent a progression" in their intended nationally determined contributions to the reduction of GHG emissions, setting GHG emission reduction goals every five years beginning in 2020. This agreement, known as the Paris Agreement, entered into force on November 4, 2016 and, as of late 2017, had been ratified by 173 of the 197 parties to the UNFCC, including the United Kingdom, the United States and the majority of the other countries in which we operate. However, on August 4, 2017, the United States formally communicated to the United Nations its intent to withdraw from participation in the Paris Agreement, which entails a four year process. In response to the announced withdrawal plan, a number of state and local governments in the United States have expressed intentions to take GHG-related actions.

In an effort to reduce GHG emissions, governments have put in place or considered legislative and regulatory mechanisms to institute carbon pricing mechanisms, such as the European Union’s Emission Trading System, and to impose technical requirements to reduce carbon emissions. The Companies Act 2006 (Strategic and Directors' Reports) Regulations 2013 now requires all quoted U.K. companies, including Ensco plc, to report their annual GHG emissions in the Company's directors' report.

During 2009, the United States Environmental Protection Agency (the "EPA") officially published its findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to human health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. These EPA findings allowed the agency to proceed with the adoption and implementation of regulations to restrict GHG emissions under existing provisions of the Clean Air Act that establish Prevention of Significant Deterioration ("PSD") construction and Title V operating permit reviews for certain large stationary sources that are potential major sources of GHG emissions. Facilities required to obtain PSD permits for their GHG emissions are required to meet "best available control technology" standards established by the states or, in some cases, the EPA, on a case-by-case basis. The EPA has also adopted rules requiring annual monitoring and reporting of GHG emissions from specified sources in the United States, including, among others, certain onshore and offshore oil and natural gas production facilities. Although a number of bills related to climate change have been introduced in the U.S. Congress in the past, it appears unlikely that comprehensive federal climate legislation will be passed by Congress in the foreseeable future. If such legislation were to be adopted in the United States, such legislation could adversely impact many industries. In the absence of federal legislation, almost half of the states have begun to address GHG emissions, primarily through the development or planned development of emission inventories or regional GHG cap and trade programs.

Future regulation of GHG emissions could occur pursuant to future treaty obligations, statutory or regulatory changes or new climate change legislation in the jurisdictions in which we operate. Depending on the particular program, we, or our customers, could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations. It is uncertain whether any of these initiatives will be implemented. If such initiatives are implemented, we do not believe that such initiatives would have a direct, material adverse effect on our financial condition, operating results and cash flows in a manner different than our competitors.

Restrictions on GHG emissions or other related legislative or regulatory enactments could have an indirect effect in those industries that use significant amounts of petroleum products, which could potentially result in a reduction in demand for petroleum products and, consequently, our offshore contract drilling services. We are currently unable to predict the manner or extent of any such effect. Furthermore, one of the long-term physical effects of climate change may be an increase in the severity and frequency of adverse weather conditions, such as hurricanes, which may increase our insurance costs or risk retention, limit insurance availability or reduce the areas in which, or the number of days during which, our customers would contract for our drilling rigs in general and in the Gulf of Mexico in particular. We are currently unable to predict the manner or extent of any such effect.



## MARKET RISK

We use derivatives to reduce our exposure to foreign currency exchange rate risk. Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our revenues and expenses are denominated in U.S. dollars; however, a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar. We maintain a foreign currency exchange rate risk management strategy that utilizes derivatives to reduce our exposure to unanticipated fluctuations in earnings and cash flows caused by changes in foreign currency exchange rates.

We utilize cash flow hedges to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk on future expected contract drilling expenses and capital expenditures denominated in various foreign currencies. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. As of December 31, 2017, we had cash flow hedges outstanding to exchange an aggregate $188.4 million for various foreign currencies.

We have net assets and liabilities denominated in numerous foreign currencies and use various strategies to manage our exposure to changes in foreign currency exchange rates. We occasionally enter into derivatives that hedge the fair value of recognized foreign currency denominated assets or liabilities, thereby reducing exposure to earnings fluctuations caused by changes in foreign currency exchange rates. We do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of December 31, 2017, we held derivatives not designated as hedging instruments to exchange an aggregate $131.1 million for various foreign currencies.

If we were to incur a hypothetical 10% adverse change in foreign currency exchange rates, net unrealized losses associated with our foreign currency denominated assets and liabilities as of December 31, 2017 would approximate $13.1 million. Approximately $13.1 million of these unrealized losses would be offset by corresponding gains on the derivatives utilized to offset changes in the fair value of net assets and liabilities denominated in foreign currencies.

We utilize derivatives and undertake foreign currency exchange rate hedging activities in accordance with our established policies for the management of market risk. We mitigate our credit risk relating to counterparties of our derivatives through a variety of techniques, including transacting with multiple, high-quality financial institutions, thereby limiting our exposure to individual counterparties and by entering into International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. The terms of the ISDA agreements may also include credit support requirements, cross default provisions, termination events or set-off provisions. Legally enforceable master netting agreements reduce credit risk by providing protection in bankruptcy in certain circumstances and generally permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.

We do not enter into derivatives for trading or other speculative purposes. We believe that our use of derivatives and related hedging activities reduces our exposure to foreign currency exchange rate risk and does not expose us to material credit risk or any other material market risk. All our derivatives mature during the next 18 months. See Note 6 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for additional information on our derivative instruments.



## CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Our significant accounting policies are included in Note 1 to our consolidated financial statements. These policies, along with our underlying judgments and assumptions made in their application, have a significant impact on our consolidated financial statements. We identify our critical accounting policies as those that are the most pervasive and important to the portrayal of our financial position and operating results and that require the most difficult, subjective and/or complex judgments regarding estimates in matters that are inherently uncertain. Our critical accounting policies are those related to property and equipment, impairment of long-lived assets and income taxes.

## Property and Equipment

As of December 31, 2017, the carrying value of our property and equipment totaled $12.9 billion, which represented 88% of total assets. This carrying value reflects the application of our property and equipment accounting policies, which incorporate our estimates, judgments and assumptions relative to the capitalized costs, useful lives and salvage values of our rigs.

We develop and apply property and equipment accounting policies that are designed to appropriately and consistently capitalize those costs incurred to enhance, improve and extend the useful lives of our assets and expense those costs incurred to repair or maintain the existing condition or useful lives of our assets. The development and application of such policies requires estimates, judgments and assumptions relative to the nature of, and benefits from, expenditures on our assets. We establish property and equipment accounting policies that are designed to depreciate our assets over their estimated useful lives. The judgments and assumptions used in determining the useful lives of our property and equipment reflect both historical experience and expectations regarding future operations, utilization and performance of our assets. The use of different estimates, judgments and assumptions in the establishment of our property and equipment accounting policies, especially those involving the useful lives of our rigs, would likely result in materially different asset carrying values and operating results.

The useful lives of our drilling rigs are difficult to estimate due to a variety of factors, including technological advances that impact the methods or cost of oil and natural gas exploration and development, changes in market or economic conditions and changes in laws or regulations affecting the drilling industry. We evaluate the remaining useful lives of our rigs on a periodic basis, considering operating condition, functional capability and market and economic factors.

During 2017, we recognized a pre-tax, non-cash loss on impairment of $182.9 million related to certain older, less capable, non-core assets in our fleet. We estimate the aforementioned impairment will cause a decline in depreciation expense of approximately $27 million for the year ended December 31, 2018.

Our fleet of 24 floater rigs, excluding two rigs under construction and one rig held-or-sale, represented 58% of both the gross cost and net carrying amount of our depreciable property and equipment as of December 31, 2017. Our floater rigs are depreciated over useful lives ranging from ten to 35 years. Our fleet of 37 jackup rigs, excluding one rig under construction, represented 20% of the gross cost and 18% of the net carrying amount of our depreciable property and equipment as of December 31, 2017. Our jackup rigs are depreciated over useful lives ranging from ten to 30 years.



The following table provides an analysis of estimated increases and decreases in depreciation expense from continuing operations that would have been recognized for the year ended December 31, 2017 for various assumed changes in the useful lives of our drilling rigs effective January 1, 2017:

<table><tr><td>Increase (decrease) in useful lives of our drilling rigs</td><td>Estimated (decrease) increase in depreciation expense that would have been recognized (in millions)</td></tr><tr><td>10%</td><td>(36.4)</td></tr><tr><td>20%</td><td>(66.8)</td></tr><tr><td>(10%)</td><td>43.1</td></tr><tr><td>(20%)</td><td>93.1</td></tr></table>

Impairment of Long-Lived Assets

During the years ended December 31, 2017 and 2015, we recorded pre-tax, non-cash losses on impairment of long-lived assets of $182.9 million and $2.6 billion, respectively. See Note 4 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for additional information on our property and equipment.

We evaluate the carrying value of our property and equipment, primarily our drilling rigs, when events or changes in circumstances indicate that the carrying value of such rigs may not be recoverable. Generally, extended periods of idle time and/or inability to contract rigs at economical rates are an indication that a rig may be impaired. Impairment situations may arise with respect to specific individual rigs, groups of rigs, such as a specific type of drilling rig, or rigs in a certain geographic location.

For property and equipment used in our operations, recoverability generally is determined by comparing the carrying value of an asset to the expected undiscounted future cash flows of the asset. If the carrying value of an asset is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset and its estimated fair value. The determination of expected undiscounted cash flow amounts requires significant estimates, judgments and assumptions, including utilization levels, day rates, expense levels and capital requirements, as well as cash flows generated upon disposition, for each of our drilling rigs. Due to the inherent uncertainties associated with these estimates, we perform sensitivity analysis on key assumptions as part of our recoverability test.

Our judgments and assumptions about future cash flows to be generated by our drilling rigs are highly subjective and based on consideration of the following:

• global macroeconomic and political environment,

• historical utilization, day rate and operating expense trends by asset class,

• regulatory requirements such as surveys, inspections and recertification of our rigs,

• remaining useful lives of our rigs,

• expectations on the use and eventual disposition of our rigs,

• weighted-average cost of capital,

• oil price projections,

• sanctioned and unsanctioned offshore project data,

• offshore project break-even economic data,

• global rig supply and construction orders,

• global rig fleet capabilities and relative rankings, and

• expectations of global rig fleet attrition.

We collect and analyze the above information to develop a range of estimated utilization levels, day rates, expense levels and capital requirements, as well as estimated cash flows generated upon disposition. The most subjective assumptions that impact our impairment analyses include projections of future oil prices and timing of global rig fleet attrition, which, in large part, impact our estimates on timing and magnitude of recovery from the



current industry downturn. However, there are numerous judgments and assumptions unique to the projected future cash flows of each rig that individually, and in the aggregate, can significantly impact the recoverability of its carrying value.

The highly cyclical nature of our industry cannot be reasonably predicted with a high level of accuracy and therefore differences between our historical judgments and assumptions and actual results will occur. We reassess our judgments and assumptions in the period in which significant differences are observed and may conclude that a triggering event has occurred and perform a recoverability test. We recognized impairment charges during 2014, 2015 and 2017 upon observation of significant unexpected changes in our business climate and estimated useful lives of certain assets.

There are numerous factors underlying the highly cyclical nature of our industry that are reasonably likely to impact our judgments and assumptions including, but not limited to, the following:

• changes in global economic conditions,

• production levels of the Organization of Petroleum Exporting Countries (“OPEC”),

• production levels of non-OPEC countries,

• advances in exploration and development technology,

• offshore and onshore project break-even economics,

• development and exploitation of alternative fuels,

• natural disasters or other operational hazards,

• changes in relevant law and governmental regulations,

• political instability and/or escalation of military actions in the areas we operate,

• changes in the timing and rate of global newbuild rig construction, and

• changes in the timing and rate of global rig fleet attrition.

There is a wide range of interrelated changes in our judgments and assumptions that could reasonably occur as a result of unexpected developments in the aforementioned factors, which could result in materially different carrying values for an individual rig, group of rigs or our entire rig fleet, materially impacting our operating results.

## Income Taxes

We conduct operations and earn income in numerous countries and are subject to the laws of numerous tax jurisdictions. As of December 31, 2017, our consolidated balance sheet included a $20.2 million net deferred income tax asset, a $39.4 million liability for income taxes currently payable and a $178.0 million liability for unrecognized tax benefits, inclusive of interest and penalties.

The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies and are based on estimates, judgments and assumptions regarding future operating results and levels of taxable income. Carryforwards and tax credits are assessed for realization as a reduction of future taxable income by using a more-likely-than-not determination. We do not offset deferred tax assets and deferred tax liabilities attributable to different tax paying jurisdictions.

We do not provide deferred taxes on the undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Should we make a distribution from these subsidiaries in the form of dividends or otherwise, we would be subject to additional income taxes.

The carrying values of liabilities for income taxes currently payable and unrecognized tax benefits are based on our interpretation of applicable tax laws and incorporate estimates, judgments and assumptions regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, judgments and assumptions in connection with accounting for income taxes, especially those involving the deployment of tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and operating results.



We operate in several jurisdictions where tax laws relating to the offshore drilling industry are not well developed. In jurisdictions where available statutory law and regulations are incomplete or underdeveloped, we obtain professional guidance and consider existing industry practices before utilizing tax planning strategies and meeting our tax obligations.

Tax returns are routinely subject to audit in most jurisdictions and tax liabilities occasionally are finalized through a negotiation process. In some jurisdictions, income tax payments may be required before a final income tax obligation is determined in order to avoid significant penalties and/or interest. While we historically have not experienced significant adjustments to previously recognized tax assets and liabilities as a result of finalizing tax returns, there can be no assurance that significant adjustments will not arise in the future. In addition, there are several factors that could cause the future level of uncertainty relating to our tax liabilities to increase, including the following:

- 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.

- We recognized the impact of the enactment of U.S. tax reform during the fourth quarter of 2017 on a provisional basis. During 2018, we may make adjustments to the provisional amounts throughout the one-year measurement period as provided by Staff Accounting Bulletin No. 118, as we continue to analyze applicable information and data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others. See Note 10 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for additional information.

## NEW ACCOUNTING PRONOUNCEMENTS

See Note 1 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for information on new accounting pronouncements.



## MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Our internal control over financial reporting system is designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of consolidated financial statements in accordance with accounting principles generally accepted in the United States, as well as to safeguard assets from unauthorized use or disposition. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, we have concluded that our internal control over financial reporting is effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2017 excluded the internal control over financial reporting of Atwood Oceanics, Inc. representing total assets of $2.0 billion and total revenues of $23.3 million included in the consolidated financial statements of Ensco plc and subsidiaries as of and for the year ended December 31, 2017.

KPMG LLP, the independent registered public accounting firm who audited our consolidated financial statements, has issued an audit report on our internal control over financial reporting. KPMG LLP's audit report on our internal control over financial reporting is included herein.

February 27, 2018



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Ensco plc:

## Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ensco plc and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

## Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

## /s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Houston, Texas

February 27, 2018



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Ensco plc:

Opinion on Internal Control Over Financial Reporting

We have audited Ensco plc and subsidiaries' (the "Company") internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the "consolidated financial statements"), and our report dated February 27, 2018 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Atwood Oceanics, Inc. during 2017, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, Atwood Oceanics, Inc.’s internal control over financial reporting associated with total assets of $2.0 billion and total revenues of $23.3 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Atwood Oceanics, Inc.

## Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

## Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas
February 27, 2018



## ENSCO PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td></td></tr><tr><td>OPERATING REVENUES</td><td>$ 1,843.0</td><td>$ 2,776.4</td><td>$ 4,063.4</td><td></td></tr><tr><td>OPERATING EXPENSES</td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>1,189.5</td><td>1,301.0</td><td>1,869.6</td><td></td></tr><tr><td>Loss on impairment</td><td>182.9</td><td>—</td><td>2,746.4</td><td></td></tr><tr><td>Depreciation</td><td>444.8</td><td>445.3</td><td>572.5</td><td></td></tr><tr><td>General and administrative</td><td>157.8</td><td>100.8</td><td>118.4</td><td></td></tr><tr><td></td><td>1,975.0</td><td>1,847.1</td><td>5,306.9</td><td></td></tr><tr><td>OPERATING INCOME (LOSS)</td><td>(132.0)</td><td>929.3</td><td>(1,243.5)</td><td></td></tr><tr><td>OTHER INCOME (EXPENSE)</td><td></td><td></td><td></td><td></td></tr><tr><td>Interest income</td><td>25.8</td><td>13.8</td><td>9.9</td><td></td></tr><tr><td>Interest expense, net</td><td>(224.2)</td><td>(228.8)</td><td>(216.3)</td><td></td></tr><tr><td>Other, net</td><td>134.4</td><td>283.2</td><td>(21.3)</td><td></td></tr><tr><td></td><td>(64.0)</td><td>68.2</td><td>(227.7)</td><td></td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>(196.0)</td><td>997.5</td><td>(1,471.2)</td><td></td></tr><tr><td>PROVISION FOR INCOME TAXES</td><td></td><td></td><td></td><td></td></tr><tr><td>Current income tax expense</td><td>54.2</td><td>79.8</td><td>144.1</td><td></td></tr><tr><td>Deferred income tax expense (benefit)</td><td>55.0</td><td>28.7</td><td>(158.0)</td><td></td></tr><tr><td></td><td>109.2</td><td>108.5</td><td>(13.9)</td><td></td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS</td><td>(305.2)</td><td>889.0</td><td>(1,457.3)</td><td></td></tr><tr><td>INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET</td><td>1.0</td><td>8.1</td><td>(128.6)</td><td></td></tr><tr><td>NET INCOME (LOSS)</td><td>(304.2)</td><td>897.1</td><td>(1,585.9)</td><td></td></tr><tr><td>NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>.5</td><td>(6.9)</td><td>(8.9)</td><td></td></tr><tr><td>NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO</td><td>(303.7)</td><td>$ 890.2</td><td>(1,594.8)</td><td></td></tr><tr><td>EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED</td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>$ (91)</td><td>$ 3.10</td><td>$ (6.33)</td><td></td></tr><tr><td>Discontinued operations</td><td>—</td><td>.03</td><td>(.55)</td><td></td></tr><tr><td></td><td>$ (.91)</td><td>$ 3.13</td><td>$ (6.88)</td><td></td></tr><tr><td>NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED</td><td>$ (304.1)</td><td>$ 873.6</td><td>$ (1,596.8)</td><td></td></tr><tr><td>WEIGHTED-AVERAGE SHARES OUTSTANDING</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic and Diluted</td><td>332.5</td><td>279.1</td><td>232.2</td><td></td></tr><tr><td>CASH DIVIDENDS PER SHARE</td><td>$ .04</td><td>$ .04</td><td>$.60</td><td></td></tr></table>

The accompanying notes are an integral part of these consolidated financial statements.



## ENSCO PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td></td></tr><tr><td>NET INCOME (LOSS)</td><td>$ (304.2)</td><td>$ 897.1</td><td>$ (1,585.9)</td><td></td></tr><tr><td>OTHER COMPREHENSIVE INCOME (LOSS), NET</td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in fair value of derivatives</td><td>8.5</td><td>(5.4)</td><td>(23.6)</td><td></td></tr><tr><td>Reclassification of net losses on derivative instruments from other comprehensive income into net income (loss)</td><td>.4</td><td>12.4</td><td>22.2</td><td></td></tr><tr><td>Other</td><td>.7</td><td>(.5)</td><td>2.0</td><td></td></tr><tr><td>NET OTHER COMPREHENSIVE INCOME</td><td>9.6</td><td>6.5</td><td>.6</td><td></td></tr><tr><td>COMPREHENSIVE INCOME (LOSS)</td><td>(294.6)</td><td>903.6</td><td>(1,585.3)</td><td></td></tr><tr><td>COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>.5</td><td>(6.9)</td><td>(8.9)</td><td></td></tr><tr><td>COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO</td><td>$ (294.1)</td><td>$ 896.7</td><td>$ (1,594.2)</td><td></td></tr></table>

The accompanying notes are an integral part of these consolidated financial statements.



## ENSCO PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and par value amounts)

<table><tr><td rowspan="2">ASSETS</td><td colspan="2">December 31,</td></tr><tr><td>2017</td><td>2016</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 445.4</td><td>$ 1,159.7</td></tr><tr><td>Short-term investments</td><td>440.0</td><td>1,442.6</td></tr><tr><td>Accounts receivable, net</td><td>345.4</td><td>361.0</td></tr><tr><td>Other</td><td>381.2</td><td>316.0</td></tr><tr><td>Total current assets</td><td>1,612.0</td><td>3,279.3</td></tr><tr><td>PROPERTY AND EQUIPMENT, AT COST</td><td>15,332.1</td><td>12,992.5</td></tr><tr><td>Less accumulated depreciation</td><td>2,458.4</td><td>2,073.2</td></tr><tr><td>Property and equipment, net</td><td>12,873.7</td><td>10,919.3</td></tr><tr><td>OTHER ASSETS, NET</td><td>140.2</td><td>175.9</td></tr><tr><td></td><td>$ 14,625.9</td><td>$ 14,374.5</td></tr><tr><td colspan="3">LIABILITIES AND SHAREHOLDERS&#x27; EQUITY</td></tr><tr><td>CURRENT LIABILITIES</td><td></td><td></td></tr><tr><td>Accounts payable - trade</td><td>$ 432.6</td><td>$ 145.9</td></tr><tr><td>Accrued liabilities and other</td><td>325.9</td><td>376.6</td></tr><tr><td>Current maturities of long-term debt</td><td>—</td><td>331.9</td></tr><tr><td>Total current liabilities</td><td>758.5</td><td>854.4</td></tr><tr><td>LONG-TERM DEBT</td><td>4,750.7</td><td>4,942.6</td></tr><tr><td>OTHER LIABILITIES</td><td>386.7</td><td>322.5</td></tr><tr><td>COMMITMENTS AND CONTINGENCIES</td><td></td><td></td></tr><tr><td>ENSCO SHAREHOLDERS&#x27; EQUITY</td><td></td><td></td></tr><tr><td>Class A ordinary shares, U.S. $.10 par value, 447.0 million and 310.3 million shares issued as of December 31, 2017 and 2016</td><td>44.7</td><td>31.0</td></tr><tr><td>Class B ordinary shares, £1 par value, 50,000 shares issued as of December 31, 2017 and 2016</td><td>.1</td><td>.1</td></tr><tr><td>Additional paid-in capital</td><td>7,195.0</td><td>6,402.2</td></tr><tr><td>Retained earnings</td><td>1,532.7</td><td>1,864.1</td></tr><tr><td>Accumulated other comprehensive income</td><td>28.6</td><td>19.0</td></tr><tr><td>Treasury shares, at cost, 11.1 million and 7.3 million shares as of December 31, 2017 and 2016</td><td>(69.0)</td><td>(65.8)</td></tr><tr><td>Total Ensco shareholders&#x27; equity</td><td>8,732.1</td><td>8,250.6</td></tr><tr><td>NONCONTROLLING INTERESTS</td><td>(2.1)</td><td>4.4</td></tr><tr><td>Total equity</td><td>8,730.0</td><td>8,255.0</td></tr><tr><td></td><td>$ 14,625.9</td><td>$ 14,374.5</td></tr></table>

The accompanying notes are an integral part of these consolidated financial statements.



## ENSCO PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td></td></tr><tr><td>OPERATING ACTIVITIES</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income (loss)</td><td>$ (304.2)</td><td>$ 897.1</td><td>$ (1,585.9)</td><td></td></tr><tr><td>Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:</td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation expense</td><td>444.8</td><td>445.3</td><td>572.5</td><td></td></tr><tr><td>Loss on impairment</td><td>182.9</td><td>—</td><td>2,746.4</td><td></td></tr><tr><td>Bargain purchase gain</td><td>(140.2)</td><td>—</td><td>—</td><td></td></tr><tr><td>Amortization, net</td><td>(61.6)</td><td>(139.7)</td><td>(165.0)</td><td></td></tr><tr><td>Deferred income tax expense (benefit)</td><td>55.0</td><td>28.7</td><td>(158.0)</td><td></td></tr><tr><td>Share-based compensation expense</td><td>41.2</td><td>39.6</td><td>40.2</td><td></td></tr><tr><td>(Gain) loss on debt extinguishment</td><td>2.6</td><td>(287.8)</td><td>33.5</td><td></td></tr><tr><td>Discontinued operations, net</td><td>(1.0)</td><td>(8.1)</td><td>128.6</td><td></td></tr><tr><td>Other</td><td>(25.5)</td><td>(38.3)</td><td>(27.9)</td><td></td></tr><tr><td>Changes in operating assets and liabilities, net of acquisition</td><td>65.4</td><td>140.6</td><td>113.5</td><td></td></tr><tr><td>Net cash provided by operating activities of continuing operations</td><td>259.4</td><td>1,077.4</td><td>1,697.9</td><td></td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td></tr><tr><td>Maturities of short-term investments</td><td>2,042.5</td><td>2,212.0</td><td>1,357.3</td><td></td></tr><tr><td>Purchases of short-term investments</td><td>(1,040.0)</td><td>(2,474.6)</td><td>(1,780.0)</td><td></td></tr><tr><td>Acquisition of Atwood, net of cash acquired</td><td>(871.6)</td><td>—</td><td>—</td><td></td></tr><tr><td>Additions to property and equipment</td><td>(536.7)</td><td>(322.2)</td><td>(1,619.5)</td><td></td></tr><tr><td>Net proceeds from disposition of assets</td><td>2.8</td><td>9.8</td><td>1.6</td><td></td></tr><tr><td>Net cash used in investing activities of continuing operations</td><td>(403.0)</td><td>(575.0)</td><td>(2,040.6)</td><td></td></tr><tr><td>FINANCING ACTIVITIES</td><td></td><td></td><td></td><td></td></tr><tr><td>Reduction of long-term borrowings</td><td>(537.0)</td><td>(863.9)</td><td>(1,072.5)</td><td></td></tr><tr><td>Cash dividends paid</td><td>(13.8)</td><td>(11.6)</td><td>(141.2)</td><td></td></tr><tr><td>Debt financing costs</td><td>(12.0)</td><td>(23.4)</td><td>(10.5)</td><td></td></tr><tr><td>Proceeds from issuance of senior notes</td><td>—</td><td>849.5</td><td>1,078.7</td><td></td></tr><tr><td>Proceeds from equity issuance</td><td>—</td><td>585.5</td><td>—</td><td></td></tr><tr><td>Premium paid on redemption of debt</td><td>—</td><td>—</td><td>(30.3)</td><td></td></tr><tr><td>Other</td><td>(7.7)</td><td>(7.1)</td><td>(16.0)</td><td></td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>(570.5)</td><td>529.0</td><td>(191.8)</td><td></td></tr><tr><td>Net cash provided by (used in) discontinued operations</td><td>(.8)</td><td>8.4</td><td>(8.7)</td><td></td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>.6</td><td>(1.4)</td><td>(.3)</td><td></td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>(714.3)</td><td>1,038.4</td><td>(543.5)</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>1,159.7</td><td>121.3</td><td>664.8</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$ 445.4</td><td>$ 1,159.7</td><td>$ 121.3</td><td></td></tr></table>

The accompanying notes are an integral part of these consolidated financial statements.



# ENSCO PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

## Business

We are one of the leading providers of offshore contract drilling services to the international oil and gas industry. We own and operate an offshore drilling rig fleet of 62 rigs spanning most of the strategic markets around the globe. Our rig fleet includes 12 drillships, 11 dynamically positioned semisubmersible rigs, four moored semisubmersible rigs and 38 jackup rigs, including three rigs under construction. We operate the world's largest fleet amongst competitive rigs, including one of the newest ultra-deepwater fleets in the industry and a leading premium jackup fleet.

Our customers include many of the leading national and international oil companies, in addition to many independent operators. We are among the most geographically diverse offshore drilling companies, with current operations spanning 14 countries on six continents. The markets in which we operate include the U.S. Gulf of Mexico, Brazil, the Mediterranean, the North Sea, the Middle East, West Africa, Australia and Southeast Asia.

We provide drilling services on a day rate contract basis. Under day rate contracts, we provide a drilling rig and rig crews for which we receive a daily rate that may vary throughout the duration of the contractual term. The day rate we earn can vary between the full day rate and zero rate, depending on the operations of the rig. Our customers bear substantially all of the costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, our customers may pay all or a portion of the cost of moving our equipment and personnel to and from the well site.

## Acquisition of Atwood Oceanics, Inc.

On October 6, 2017 (the "Merger Date"), we completed a merger transaction (the "Merger") with Atwood Oceanics, Inc. ("Atwood") and Echo Merger Sub, LLC, a wholly-owned subsidiary of Ensco plc. Pursuant to the merger agreement, Echo Merger Sub, LLC merged with and into Atwood, with Atwood as the surviving entity and an indirect, wholly-owned subsidiary of Ensco plc. Total consideration delivered in the Merger consisted of 132.2 million of our Class A ordinary shares and $11.1 million of cash in settlement of certain share-based payment awards. The total aggregate value of consideration transferred was $781.8 million. Additionally, upon closing of the Merger, we utilized cash acquired of $445.4 million and cash on hand to extinguish Atwood's revolving credit facility, outstanding senior notes and accrued interest totaling $1.3 billion. The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in a bargain purchase gain of $140.2 million that was recognized during the fourth quarter.

## Basis of Presentation—U.K. Companies Act 2006 Section 435 Statement

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP, which the Board of Directors consider to be the most meaningful presentation of our results of operations and financial position. The accompanying consolidated financial statements do not constitute statutory accounts required by the U.K. Companies Act 2006 ("Companies Act"), which will be prepared in accordance with Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") and delivered to the Registrar of Companies in the U.K. following the annual general meeting of shareholders. The U.K. statutory accounts are expected to include an unqualified auditor's report, which is not expected to contain any references to matters on which the auditors drew attention by way of emphasis without qualifying the report or any statements under Sections 498(2) or 498(3) of the Companies Act.



## Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Ensco plc, those of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. All intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current year presentation.

## Pervasiveness of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the related revenues and expenses and disclosures of gain and loss contingencies as of the date of the financial statements. Actual results could differ from those estimates.

## Foreign Currency Remeasurement and Translation

Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our revenues and expenses are denominated in U.S. dollars; however, a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar. These transactions are remeasured in U.S. dollars based on a combination of both current and historical exchange rates. Most transaction gains and losses, including certain gains and losses on our derivative instruments, are included in other, net, in our consolidated statement of operations. Certain gains and losses from the translation of foreign currency balances of our non-U.S. dollar functional currency subsidiaries are included in accumulated other comprehensive income on our consolidated balance sheet. Net foreign currency exchange gains and losses, inclusive of offsetting fair value derivatives, were $5.1 million of losses, $6.0 million of losses and $5.4 million of gains, and were included in other, net, in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively.

## Cash Equivalents and Short-Term Investments

Highly liquid investments with maturities of three months or less at the date of purchase are considered cash equivalents. Highly liquid investments with maturities of greater than three months but less than one year at the date of purchase are classified as short-term investments.

Short-term investments consisted of time deposits with initial maturities in excess of three months but less than one year and totaled $440.0 million and $1.4 billion as of December 31, 2017 and 2016, respectively. Cash flows from purchases and maturities of short-term investments were classified as investing activities in our consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015. To mitigate our credit risk, our investments in time deposits are diversified across multiple, high-quality financial institutions.

## Property and Equipment

All costs incurred in connection with the acquisition, construction, major enhancement and improvement of assets are capitalized, including allocations of interest incurred during periods that our drilling rigs are under construction or undergoing major enhancements and improvements. Costs incurred to place an asset into service are capitalized, including costs related to the initial mobilization of a newbuild drilling rig that are not reimbursed by the customer. Repair and maintenance costs are charged to contract drilling expense in the period in which they are incurred. Upon sale or retirement of assets, the related cost and accumulated depreciation are removed from the balance sheet, and the resulting gain or loss is included in contract drilling expense, unless reclassified to discontinued operations.

Our property and equipment is depreciated on a straight-line basis, after allowing for salvage values, over the estimated useful lives of our assets. Drilling rigs and related equipment are depreciated over estimated useful lives ranging from four to 35 years. Buildings and improvements are depreciated over estimated useful lives ranging from



seven to 30 years. Other equipment, including computer and communications hardware and software costs, is depreciated over estimated useful lives ranging from three to six years.

We evaluate the carrying value of our property and equipment for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. For property and equipment used in our operations, recoverability generally is determined by comparing the carrying value of an asset to the expected undiscounted future cash flows of the asset. If the carrying value of an asset is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset and its estimated fair value. Property and equipment held-for-sale is recorded at the lower of net book value or fair value less cost to sell.

During 2017 and 2015, we recorded pre-tax, non-cash losses on impairment of long-lived assets of $182.9 million and $2.6 billion. See "Note 4 - Property and Equipment" for additional information on these impairments.

If the global economy deteriorates and/or our expectations relative to future offshore drilling industry conditions decline, it is reasonably possible that additional impairment charges may occur with respect to specific individual rigs, groups of rigs, such as a specific type of drilling rig, or rigs in a certain geographic location.

## Operating Revenues and Expenses

Our drilling contracts are performed on a day rate basis, and the terms of such contracts are typically for a specific period of time or the period of time required to complete a specific task, such as drill a well. Contract revenues and expenses are recognized on a per day basis, as the work is performed.

In connection with some contracts, we receive lump-sum fees or similar compensation for the mobilization of equipment and personnel prior to the commencement of drilling services or the demobilization of equipment and personnel upon contract completion. Fees received for the mobilization or demobilization of equipment and personnel are included in operating revenues. The costs incurred in connection with the mobilization and demobilization of equipment and personnel are included in contract drilling expense.

Mobilization fees received and costs incurred prior to commencement of drilling operations are deferred and amortized on a straight-line basis over the period that the related drilling services are performed. Demobilization fees and related costs are recognized as incurred upon contract completion. Costs associated with the mobilization of equipment and personnel to more promising market areas without contracts are expensed as incurred.

Deferred mobilization costs were included in other current assets and other assets, net, on our consolidated balance sheets and totaled $39.9 million and $43.9 million as of December 31, 2017 and 2016, respectively. Deferred mobilization revenue was included in accrued liabilities and other, and other liabilities on our consolidated balance sheets and totaled $35.7 million and $62.1 million as of December 31, 2017 and 2016, respectively.

In connection with some contracts, we receive up-front lump-sum fees or similar compensation for capital improvements to our drilling rigs. Such compensation is deferred and amortized to revenue over the period that the related drilling services are performed, and the cost is capitalized and depreciated over the useful life of the asset. Deferred revenue associated with capital improvements was included in accrued liabilities and other, and other liabilities on our consolidated balance sheets and totaled $87.4 million and $165.2 million as of December 31, 2017 and 2016, respectively.

We may receive termination fees if certain drilling contracts are terminated by the customer prior to the end of the contractual term. Such compensation is recognized as revenues when services have been completed under the terms of the contract, the termination fee can be reasonably measured and collectability is reasonably assured.

For the year ended December 31, 2016, operating revenues included $185.0 million for the lump-sum consideration received in settlement and release of the ENSCO DS-9 customer's ongoing early termination obligations. The ENSCO DS-9 contract was terminated for convenience by the customer in July 2015, whereby the customer was



obligated to pay us monthly termination fees for two years under the termination provisions of the contract. Operating revenues in 2016 also included $20.0 million for the lump-sum consideration received in settlement of the ENSCO 8503 customer's remaining obligations under the contract.

For the year ended December 31, 2015, operating revenues included $129.0 million related to the lump-sum payments associated with the ENSCO DS-4 and ENSCO DS-9 contract terminations.

We must obtain certifications from various regulatory bodies in order to operate our drilling rigs and must maintain such certifications through periodic inspections and surveys. The costs incurred in connection with maintaining such certifications, including inspections, tests, surveys and drydock, as well as remedial structural work and other compliance costs, are deferred and amortized over the corresponding certification periods. Deferred regulatory certification and compliance costs were included in other current assets and other assets, net, on our consolidated balance sheets and totaled $15.3 million and $14.9 million as of December 31, 2017 and 2016, respectively.

## Derivative Instruments

We use derivatives to reduce our exposure to various market risks, primarily foreign currency exchange rate risk. See "Note 6 - Derivative Instruments" for additional information on how and why we use derivatives.

All derivatives are recorded on our consolidated balance sheet at fair value. Derivatives subject to legally enforceable master netting agreements are not offset on our consolidated balance sheet. Accounting for the gains and losses resulting from changes in the fair value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. Derivatives qualify for hedge accounting when they are formally designated as hedges and are effective in reducing the risk exposure that they are designated to hedge. Our assessment of hedge effectiveness is formally documented at hedge inception, and we review hedge effectiveness and measure any ineffectiveness throughout the designated hedge period on at least a quarterly basis.

Changes in the fair value of derivatives that are designated as hedges of the variability in expected future cash flows associated with existing recognized assets or liabilities or forecasted transactions ("cash flow hedges") are recorded in accumulated other comprehensive income ("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 transactions.

Gains and losses on a cash flow hedge, or a portion of a cash flow hedge, that no longer qualifies as effective due to an unanticipated change in the forecasted transaction are recognized currently in earnings and included in other, net, in our consolidated statement of operations based on the change in the fair value of the derivative. When a forecasted transaction becomes probable of not occurring, gains and losses on the derivative previously recorded in AOCI are reclassified currently into earnings and included in other, net, in our consolidated statement of operations.

We occasionally enter into derivatives that hedge the fair value of recognized assets or liabilities, but do not designate such derivatives as hedges or the derivatives otherwise do not qualify for hedge accounting. In these situations, a natural hedging relationship generally exists where changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. Changes in the fair value of these derivatives are recognized currently in earnings in other, net, in our consolidated statement of operations.

Derivatives with asset fair values are reported in other current assets or other assets, net, on our consolidated balance sheet depending on maturity date. Derivatives with liability fair values are reported in accrued liabilities and other, or other liabilities on our consolidated balance sheet depending on maturity date.



We conduct operations and earn income in numerous countries. Current income taxes are recognized for the amount of taxes payable or refundable based on the laws and income tax rates in the taxing jurisdictions in which operations are conducted and income is earned.

Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the enacted tax rates in effect at year-end. A valuation allowance for deferred tax assets is recorded when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized. We do not offset deferred tax assets and deferred tax liabilities attributable to different tax paying jurisdictions.

We operate in certain jurisdictions where tax laws relating to the offshore drilling industry are not well developed and change frequently. Furthermore, we may enter into transactions with affiliates or employ other tax planning strategies that generally are subject to complex tax regulations. As a result of the foregoing, the tax liabilities and assets we recognize in our financial statements may differ from the tax positions taken, or expected to be taken, in our tax returns. Our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to income taxes are included in current income tax expense in our consolidated statement of operations.

Our drilling rigs frequently move from one taxing jurisdiction to another based on where they are contracted to perform drilling services. The movement of drilling rigs among taxing jurisdictions may involve a transfer of drilling rig ownership among our subsidiaries (“intercompany rig sale”). The pre-tax profit resulting from an intercompany rig sale is eliminated from our consolidated financial statements, and the carrying value of a rig sold in an intercompany transaction remains at historical net depreciated cost prior to the transaction. Our consolidated financial statements do not reflect the asset disposition transaction of the selling subsidiary or the asset acquisition transaction of the acquiring subsidiary. Prior to our adoption of Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“Update 2016-16”) on January 1, 2017, income taxes resulting from an intercompany rig sale, as well as the tax effect of any reversing temporary differences resulting from the sale, were deferred and amortized on a straight-line basis over the remaining useful life of the rig. Subsequent to our adoption of Update 2016-16, the income tax effects resulting from intercompany rig sales are recognized in earnings in the period in which the sale occurs.

In some instances, we may determine that certain temporary differences will not result in a taxable or deductible amount in future years, as it is more-likely-than-not we will commence operations and depart from a given taxing jurisdiction without such temporary differences being recovered or settled. Under these circumstances, no future tax consequences are expected and no deferred taxes are recognized in connection with such operations. We evaluate these determinations on a periodic basis and, in the event our expectations relative to future tax consequences change, the applicable deferred taxes are recognized or derecognized.

We do not provide deferred taxes on the undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. The U.S. Tax Cuts and Jobs Act (“U.S. tax reform”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law, including a reduction in the statutory income tax rate from 35% to 21% effective January 1, 2018, a base erosion anti-abuse tax that effectively imposes a minimum tax on certain payments to non-U.S. affiliates and new and revised rules relating to the current taxation of certain income of foreign subsidiaries. See "Note 10 - Income Taxes" for additional information.



We sponsor share-based compensation plans that provide equity compensation to our key employees, officers and non-employee directors. Our Long-Term Incentive Plan (the “2012 LTIP”) allows our Board of Directors to authorize share grants to be settled in cash or shares. Compensation expense for share awards to be settled in shares is measured at fair value on the date of grant and recognized on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for share awards to be settled in cash is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. Any adjustments to the compensation cost recognized in our consolidated statement of operations for awards that are forfeited are recognized in the period in which the forfeitures occur. See "Note 8 - Benefit Plans" for additional information on our share-based compensation.

## Fair Value Measurements

We measure certain of our assets and liabilities based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy assigns the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ("Level 1") and the lowest priority to unobservable inputs ("Level 3"). Level 2 measurements represent inputs that are observable for similar assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. See "Note 3 - Fair Value Measurements" for additional information on the fair value measurement of certain of our assets and liabilities.

## Noncontrolling Interests

Third parties hold a noncontrolling ownership interest in certain of our non-U.S. subsidiaries. Noncontrolling interests are classified as equity on our consolidated balance sheet and net income attributable to noncontrolling interests is presented separately in our consolidated statement of operations.

Income (loss) from continuing operations attributable to Ensco for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Income (loss) from continuing operations</td><td>$ (305.2)</td><td>$ 889.0</td><td>$ (1,457.3)</td></tr><tr><td>(Income) loss from continuing operations attributable to noncontrolling interests</td><td>.5</td><td>(6.9)</td><td>(8.8)</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco</td><td>$ (304.7)</td><td>$ 882.1</td><td>$ (1,466.1)</td></tr></table>

Income (loss) from discontinued operations attributable to Ensco for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 1.0</td><td>$ 8.1</td><td>$ (128.6)</td></tr><tr><td>Income from discontinued operations attributable to noncontrolling interests</td><td>—</td><td>—</td><td>(.1)</td></tr><tr><td>Income (loss) from discontinued operations attributable to Ensco</td><td>$ 1.0</td><td>$ 8.1</td><td>$ (128.7)</td></tr></table>

## Earnings Per Share

We compute basic and diluted earnings per share ("EPS") in accordance with the two-class method. Net income (loss) attributable to Ensco used in our computations of basic and diluted EPS is adjusted to exclude net income allocated to non-vested shares granted to our employees and non-employee directors. Weighted-average shares outstanding used in our computation of diluted EPS is calculated using the treasury stock method and includes the



effect of all potentially dilutive performance awards and excludes non-vested shares. In each of the years in the three-year period ended December 31, 2017, our potentially dilutive instruments were not included in the computation of diluted EPS as the effect of including these shares in the calculation would have been anti-dilutive.

The following table is a reconciliation of income (loss) from continuing operations attributable to Ensco shares used in our basic and diluted EPS computations for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco</td><td>$ (304.7)</td><td>$ 882.1</td><td>$ (1,466.1)</td></tr><tr><td>Income from continuing operations allocated to non-vested share awards</td><td>(.4)</td><td>(16.6)</td><td>(2.0)</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco shares</td><td>$ (305.1)</td><td>$ 865.5</td><td>$ (1,468.1)</td></tr></table>

Anti-dilutive share awards totaling 2.0 million, 500,000 and 800,000 for the years ended December 31, 2017, 2016 and 2015, respectively, were excluded from the computation of diluted EPS.

During 2016, we issued our 3.00% exchangeable senior notes due 2024 (the "2024 Convertible Notes"). See "Note 5 - Debt" for additional information on this issuance. We have the option to settle the notes in cash, shares or a combination thereof for the aggregate amount due upon conversion. Our intent is to settle the principal amount of the 2024 Convertible Notes in cash upon conversion. If the conversion value exceeds the principal amount (i.e., our share price exceeds the exchange price on the date of conversion), we expect to deliver shares equal to the remainder of our conversion obligation in excess of the principal amount.

During each respective reporting period that our average share price exceeds the exchange price, an assumed number of shares required to settle the conversion obligation in excess of the principal amount will be included in our denominator for the computation of diluted EPS using the treasury stock method. Our average share price did not exceed the exchange price during the years ended December 31, 2017 and December 31, 2016.

## New Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board (the "FASB") issued Update 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("Update 2017-12"), which will make more hedging strategies eligible for hedge accounting. It also amends presentation and disclosure requirements and changes how companies assess effectiveness. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that Update 2017-12 will have on our consolidated financial statements and related disclosures.

In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“Update 2016-16”), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transaction occurs as opposed to deferring tax consequences and amortizing them into future periods. We adopted Update 2016-16 on a modified retrospective basis effective January 1, 2017. As a result of modified retrospective application, we reduced prepaid taxes on intercompany transfers of property and related deferred tax liabilities resulting in the recognition of a cumulative-effect reduction in retained earnings of $14.1 million on our consolidated balance sheet as of January 1, 2017.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("Update 2016-09"), which simplifies several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. We adopted Update 2016-09 effective January 1, 2017. Our adoption of Update 2016-09 did not result in any cumulative effect on retained earnings and no adjustments have been made to prior periods. The new standard will cause volatility in



our effective tax rates primarily due to the new requirement to recognize additional tax benefits or expenses in earnings related to the vesting or settlement of employee share-based awards, rather than in additional paid-in capital, during the period in which they occur. Furthermore, forfeitures are now recorded as they occur as opposed to estimating an allowance for future forfeitures.

During 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Update 2014-09 is effective for annual and interim periods for fiscal years beginning after December 15, 2017. Subsequent to the issuance of Update 2014-09, the FASB issued several additional Accounting Standards Updates to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. Update 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP and may be adopted using a retrospective, modified retrospective or prospective with a cumulative catch-up approach. Due to the significant interaction between Update 2014-09 and Accounting Standards Update 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification ("Update 2016-02"), we will adopt Update 2014-09 and Update 2016-02 concurrently with an effective date of January 1, 2018. A substantial portion of our revenues will be recognized under Update 2016-02; therefore, Update 2014-09 will not have a significant impact on our revenue recognition patterns. However, certain additional disclosures will be required upon adoption.

During 2016, the FASB issued Update 2016-02, which requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key qualitative and quantitative information about the entity's leasing arrangements. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. During our evaluation of Update 2016-02, we concluded that our drilling contracts contain a lease component. In January 2018, the FASB issued a Proposed Accounting Standard Update to provide targeted improvements to Update 2016-02 which (1) provides for a new transition method whereby entities may elect to adopt the Update using a prospective with cumulative catch-up approach and, (2) provides lessors with a practical expedient to not separate non-lease components from the related lease components, by class of underlying asset. Application of the practical expedient would result in a combined single lease component that, provided specified conditions are met, would be classified as an operating lease for lessors. We expect to elect both provisions afforded under the Proposed Accounting Standard Update. We do not expect a significant cumulative-effect adjustment in the period of adoption, and we do not expect a significant change to our pattern of revenue recognition as compared to current GAAP. However, as a result of the adoption of Update 2016-12, we will be required to present increased disclosures of the nature of our leasing arrangements as well as certain other qualitative and quantitative disclosures. With respect to leases whereby we are the lessee, we expect to recognize lease liabilities and offsetting "right of use" assets ranging from approximately $70 million to $90 million.

With the exception of the updated standards discussed above, there have been no accounting pronouncements issued and not yet effective that have significance, or potential significance, to our consolidated financial statements.

## 2. ACQUISITION OF ATWOOD

On May 29, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atwood and Echo Merger Sub, LLC, our wholly-owned subsidiary, and on October 6, 2017 (the "Merger Date"), we completed our acquisition of Atwood pursuant to the Merger Agreement (the "Merger"). Atwood's financial results are included in our consolidated results beginning on the Merger Date.

The Merger is expected to strengthen our position as the leader in offshore drilling across a wide range of water depths around the world. The Merger significantly enhances the capabilities of our rig fleet and improves our ability to meet future customer demand with the highest-specification assets. Revenues of Atwood from the Merger Date included in our consolidated statements of operations were $23.3 million for the year ended December 31, 2017. Net loss of Atwood from the Merger Date included in our consolidated statements of operations was $70.1 million, inclusive of integration costs of $27.9 million, for the year ended December 31, 2017.



As a result of the Merger, Atwood shareholders received 1.60 Ensco Class A Ordinary shares for each share of Atwood common stock, representing a value of $9.33 per share of Atwood common stock based on a closing price of $5.83 per Class A ordinary share on October 5, 2017, the last trading day before the Merger Date. Total consideration delivered in the Merger consisted of 132.2 million of our Class A ordinary shares and $11.1 million of cash in settlement of certain share-based payment awards. The total aggregate value of consideration transferred was $781.8 million. Additionally, upon closing of the Merger, we utilized cash acquired of $445.4 million and cash on hand to extinguish Atwood's revolving credit facility, outstanding senior notes and accrued interest totaling $1.3 billion. The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in a bargain purchase gain of $140.2 million that was recognized during the fourth quarter.

## Assets Acquired and Liabilities Assumed

Assets acquired and liabilities assumed in the Merger have been recorded at their estimated fair values as of the Merger Date under the acquisition method of accounting. When the fair value of the net assets acquired exceeds the consideration transferred in an acquisition, the difference is recorded as a bargain purchase gain in the period in which the transaction occurs. We have not finalized the fair values of assets acquired and liabilities assumed; therefore, the fair value estimates set forth below are subject to adjustment during a one year measurement period subsequent to the Merger Date. The estimated fair values of certain assets and liabilities including inventory, long-lived assets and contingencies require judgments and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.

The provisional amounts for assets acquired and liabilities assumed are based on preliminary estimates of their fair values as of the Merger Date and were as follows (in millions):

<table><tr><td></td><td>Estimated Fair Value</td></tr><tr><td>Assets:</td><td></td></tr><tr><td>Cash and cash equivalents \( ^{(1)} \)</td><td>$ 445.4</td></tr><tr><td>Accounts receivable \) ^{(2)}</td><td>62.3</td></tr><tr><td>Other current assets</td><td>118.1</td></tr><tr><td>Property and equipment</td><td>1,762.0</td></tr><tr><td>Other assets</td><td>23.7</td></tr><tr><td>Liabilities:</td><td></td></tr><tr><td>Accounts payable and accrued liabilities</td><td>64.9</td></tr><tr><td>Other liabilities</td><td>118.7</td></tr><tr><td>Net assets acquired</td><td>2,227.9</td></tr><tr><td>Less:</td><td></td></tr><tr><td>Merger consideration</td><td>(781.8)</td></tr><tr><td>Repayment of Atwood debt</td><td>(1,305.9)</td></tr><tr><td>Bargain purchase gain</td><td>$ 140.2</td></tr></table>

(1) Upon closing of the Merger, we utilized acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion.

(2) Gross contractual amounts receivable totaled $64.7 million as of the Merger Date.



The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in a bargain purchase gain primarily due to depressed offshore drilling company valuations. Market capitalizations across the offshore drilling industry have declined significantly since mid-2014 due to the decline in commodity prices and the related imbalance of supply and demand for drilling rigs. The resulting bargain purchase gain was further driven by the decline in our share price from $6.70 to $5.83 between the last trading day prior to the announcement of the Merger and the Merger Date. The gain was included in other, net, in our consolidated statement of operations for the year ended December 31, 2017.

## Merger-Related Costs

Merger-related costs were expensed as incurred and consisted of various advisory, legal, accounting, valuation and other professional or consulting fees totaling $19.4 million for the year ended December 31, 2017. These costs are included in general and administrative expense in our consolidated statements of operations.

## Property and Equipment

Property and equipment acquired in connection with the Merger consisted primarily of drilling rigs and related equipment, including four drillships (two of which are under construction), two semisubmersible rigs and five jackup rigs. We recorded property and equipment acquired at its estimated fair value of $1.8 billion. We estimated the fair value of the rigs and equipment by applying an income approach, using projected discounted cash flows, or a market approach. We estimated remaining useful lives for Atwood's drilling rigs, which ranged from 16 to 35 years based on original estimated useful lives of 30 to 35 years.

## Deferred Taxes

The Merger was executed through the acquisition of Atwood's outstanding common stock and, therefore, the historical tax bases of the acquired assets and assumed liabilities, net operating losses and other tax attributes of Atwood were assumed as of the Merger Date. However, adjustments were recorded to recognize deferred tax assets and liabilities for the tax effects of differences between acquisition date fair values and tax bases of assets acquired and liabilities assumed. Additionally, the interaction of our and Atwood's tax attributes that impacted the deferred taxes of the combined entity were also recognized as part of acquisition accounting. As of the Merger Date, an increase of $2.5 million to Atwood's net deferred tax liability was recognized.

Deferred tax assets and liabilities recognized in connection with the Merger were measured at rates enacted as of the Merger Date. Tax rate changes, or any deferred tax adjustments for new tax legislation, following the Merger Date, including the recently enacted U.S. tax reform, will be reflected in our operating results in the period in which the change in tax laws or rate is enacted.

## Intangible Assets and Liabilities

We recorded intangible assets totaling $33.3 million representing the estimated fair value of Atwood's firm drilling contracts in place at the Merger Date with favorable contract terms compared to then-market day rates for comparable drilling rigs. The various factors considered in the determination of these fair values were (1) the contracted day rate for each contract, (2) the remaining term of each contract, (3) the rig class and (4) the market conditions for each respective rig class at the Merger Date. The intangible assets were calculated based on the present value of the difference in cash flows over the remaining contract term as compared to a hypothetical contract with the same remaining term at an estimated then-current market day rate using a risk-adjusted discount rate and an estimated effective income tax rate.



Operating revenues included $16.1 million of asset amortization during the year ended December 31, 2017. The remaining balance of $17.2 million was included in other current assets and other assets, net, on our consolidated balance sheet as of December 31, 2017. These balances will be amortized to operating revenues over the respective remaining drilling contract terms on a straight-line basis. Amortization for these intangible assets is estimated to be $11.4 million and $5.8 million for 2018 and 2019, respectively.

We recorded intangible liabilities of $60.0 million for the estimated fair value of unfavorable drillship construction contracts, which were determined by comparing the firm obligations for the remaining construction of ENSCO DS-13 and ENSCO DS-14 to the estimated current market rates for the construction of a comparable drilling rig. The unfavorable construction liability was calculated based on the present value of the difference in cash outflows for the remaining contractual payments as compared to a hypothetical contract with the same remaining contractual payments at estimated then-current market rates using a risk-adjusted discount rate and an estimated effective income tax rate. The liabilities will be amortized over the estimated life of ENSCO DS-13 and ENSCO DS-14 as a reduction of depreciation expense beginning on the date the rig is placed into service.

## Pro Forma Impact of the Merger

The following unaudited supplemental pro forma results present consolidated information as if the Merger was completed on January 1, 2016. The pro forma results include, among others, (i) the amortization associated with acquired intangible assets and liabilities, (ii) a reduction in depreciation expense for adjustments to property and equipment and (iii) a reduction to interest expense resulting from the retirement of Atwood's revolving credit facility and 6.50% senior notes due 2020. The pro forma results do not include any potential synergies or non-recurring charges that may result directly from the Merger.

(in millions, except per share amounts)

<table><tr><td colspan="3">(in millions, except per share amounts)</td></tr><tr><td></td><td colspan="2">Twelve Months Ended (Unaudited)</td></tr><tr><td></td><td>2017(1)</td><td>2016</td></tr><tr><td>Revenues</td><td>$ 2,243.0</td><td>$ 3,622.1</td></tr><tr><td>Net income (loss)</td><td>(168.7)</td><td>1,284.9</td></tr><tr><td>Earnings (loss) per share - basic and diluted</td><td>(.39)</td><td>3.18</td></tr></table>

(1) Pro forma net income and earnings per share were adjusted to exclude an aggregate $80.7 million of merger-related and integration costs incurred by Ensco and Atwood during 2017.



## 3. FAIR VALUE MEASUREMENTS

The following fair value hierarchy table categorizes information regarding our net financial assets measured at fair value on a recurring basis as of December 31, 2017 and 2016 (in millions):

<table><tr><td></td><td>Quoted Prices in Active Markets for Identical Assets (Level 1)</td><td>Significant Other Observable Inputs (Level 2)</td><td>Significant Unobservable Inputs (Level 3)</td><td>Total</td></tr><tr><td>As of December 31, 2017</td><td></td><td></td><td></td><td></td></tr><tr><td>Supplemental executive retirement plan assets</td><td>$ 30.9</td><td>$ —</td><td>$ —</td><td>$ 30.9</td></tr><tr><td>Derivatives, net</td><td>—</td><td>6.8</td><td>—</td><td>6.8</td></tr><tr><td>Total financial assets</td><td>30.9</td><td>6.8</td><td>—</td><td>37.7</td></tr><tr><td>Total financial liabilities</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>As of December 31, 2016</td><td></td><td></td><td></td><td></td></tr><tr><td>Supplemental executive retirement plan assets</td><td>$ 27.7</td><td>$ —</td><td>$ —</td><td>$ 27.7</td></tr><tr><td>Total financial assets</td><td>27.7</td><td>—</td><td>—</td><td>27.7</td></tr><tr><td>Derivatives, net</td><td>—</td><td>(8.8)</td><td>—</td><td>(8.8)</td></tr><tr><td>Total financial liabilities</td><td>$ —</td><td>$ (8.8)</td><td>$ —</td><td>$ (8.8)</td></tr></table>

## Supplemental Executive Retirement Plans

Our Ensco supplemental executive retirement plans (the "SERPs") are non-qualified plans that provide for eligible employees to defer a portion of their compensation for use after retirement. Assets held in the SERP were marketable securities measured at fair value on a recurring basis using Level 1 inputs and were included in other assets, net, on our consolidated balance sheets as of December 31, 2017 and 2016. The fair value measurements of assets held in the SERP were based on quoted market prices. Net unrealized gains of $4.5 million, $1.8 million and $700,000 from marketable securities held in our SERP were included in other, net, in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively.

## Derivatives

Our derivatives were measured at fair value on a recurring basis using Level 2 inputs as of December 31, 2017 and 2016. See "Note 6 - Derivative Instruments" for additional information on our derivatives, including a description of our foreign currency hedging activities and related methodologies used to manage foreign currency exchange rate risk. The fair value measurements of our derivatives were based on market prices that are generally observable for similar assets or liabilities at commonly quoted intervals.



The carrying values and estimated fair values of our debt instruments as of December 31, 2017 and 2016 were as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">December 31, 2017</td><td colspan="3">December 31, 2016</td></tr><tr><td>Carrying Value</td><td colspan="2">Estimated Fair Value</td><td>Carrying Value</td><td colspan="2">Estimated Fair Value</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 251.4</td><td>$ 252.9</td><td>$ 480.2</td><td>$ 485.0</td><td></td><td></td></tr><tr><td>6.875% Senior notes due 2020</td><td>477.9</td><td>473.1</td><td>735.9</td><td>727.5</td><td></td><td></td></tr><tr><td>4.70% Senior notes due 2021</td><td>267.1</td><td>265.3</td><td>674.4</td><td>658.9</td><td></td><td></td></tr><tr><td>3.00% Exchangeable senior notes due 2024 (1)</td><td>635.7</td><td>757.1</td><td>604.3</td><td>874.7</td><td></td><td></td></tr><tr><td>4.50% Senior notes due 2024</td><td>619.3</td><td>527.1</td><td>618.6</td><td>536.0</td><td></td><td></td></tr><tr><td>8.00% Senior notes due 2024</td><td>337.9</td><td>333.8</td><td>—</td><td>—</td><td></td><td></td></tr><tr><td>5.20% Senior notes due 2025</td><td>663.6</td><td>571.4</td><td>662.8</td><td>582.3</td><td></td><td></td></tr><tr><td>7.20% Debentures due 2027</td><td>149.3</td><td>141.9</td><td>149.2</td><td>138.7</td><td></td><td></td></tr><tr><td>7.875% Senior notes due 2040</td><td>376.7</td><td>258.8</td><td>378.3</td><td>270.6</td><td></td><td></td></tr><tr><td>5.75% Senior notes due 2044</td><td>971.8</td><td>690.4</td><td>970.8</td><td>728.0</td><td></td><td></td></tr><tr><td>Total</td><td>$ 4,750.7</td><td>$ 4,271.8</td><td>$ 5,274.5</td><td>$ 5,001.7</td><td></td><td></td></tr></table>

(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 $834.0 million and $830.1 million as of December 31, 2017 and 2016. See "Note 5 - Debt" for additional information on this issuance.

The estimated fair values of our senior notes and debentures were determined using quoted market prices. The decline in the carrying value of long-term debt instruments from December 31, 2016 to December 31, 2017 is primarily due to debt repurchases as discussed in "Note 5 - Debt". The estimated fair values of our cash and cash equivalents, short-term investments, receivables, trade payables and other liabilities approximated their carrying values as of December 31, 2017 and 2016.

## 4. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Drilling rigs and equipment</td><td>$ 12,272.4</td><td>$ 11,067.4</td></tr><tr><td>Other</td><td>183.4</td><td>180.8</td></tr><tr><td>Work in progress</td><td>2,876.3</td><td>1,744.3</td></tr><tr><td></td><td>$ 15,332.1</td><td>$ 12,992.5</td></tr></table>

Work in progress as of December 31, 2017 primarily consisted of $2.0 billion related to the construction of ultra-deepwater drillships ENSCO DS-9, ENSCO DS-10, ENSCO DS-13 and ENSCO DS-14, $423.6 million related to the construction of ENSCO 140 and ENSCO 141 premium jackup rigs and $321.6 million related to the construction of ENSCO 123, an ultra-premium harsh environment jackup rig. ENSCO DS-9, ENSCO DS-10, ENSCO 140 and ENSCO 141 have been delivered by the respective shipyards but have not yet been placed into service as of December 31, 2017.



Work in progress as of December 31, 2016 primarily consisted of $1.1 billion related to the construction of ultra-deepwater drillships ENSCO DS-9 and ENSCO DS-10, $415.4 million related to the construction of ENSCO 140 and ENSCO 141 premium jackup rigs and $85.2 million related to the construction of ENSCO 123, an ultra-premium harsh environment jackup rig.

## Impairment of Long-Lived Assets

On a quarterly basis, we evaluate the carrying value of our property and equipment to identify events or changes in circumstances ("triggering events") that indicate the carrying value may not be recoverable.

During 2017, we recognized a pre-tax, non-cash loss on impairment of $182.9 million related to older, less capable, non-core assets in our fleet. During the fourth quarter, we determined that the remaining useful life of certain non-core rigs would not extend substantially beyond their current contracts, resulting in triggering events and the performance of recoverability tests. Our estimates of undiscounted cash flows over the revised estimated remaining useful lives were not sufficient to recover each asset's carrying value. Accordingly, we concluded that two semisubmersibles and one jackup were impaired as of December 31, 2017.

During 2015, we recognized a pre-tax, non-cash loss on impairment of $2.6 billion, of which $2.5 billion was included in income (loss) from continuing operations and $148.6 million was included in income (loss) from discontinued operations, net, in our consolidated statement of operations. The impairments recognized during 2015 resulted from adverse changes in our business climate that led to the conclusion that triggering events had occurred across our fleet.

For rigs whose carrying values were determined not to be recoverable during 2017 and 2015, we recorded an impairment for the difference between their fair values and carrying values. We estimated the fair values of these rigs by applying either an income approach, using projected discounted cash flows, or a market approach. These valuations were based on unobservable inputs that require significant judgments for which there is limited information, including assumptions regarding future day rates, utilization, operating costs and capital requirements.

In instances where we applied an income approach, forecasted day rates and utilization took into account market conditions and our anticipated business outlook. In instances where we applied a market approach, the fair value was based on unobservable third-party estimated prices that would be received in exchange for the assets in an orderly transaction between market participants. We validated all third-party estimated prices using our forecasts of economic returns for the respective rigs or other market data.

If the global economy, our overall business outlook and/or our expectations regarding the marketability of one or more of our drilling rigs deteriorate further, we may conclude that a triggering event has occurred and perform a recoverability test that could lead to a material impairment charge in future periods.



## 5. DEBT

The carrying value of our long-term debt as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 251.4</td><td>$ 480.2</td></tr><tr><td>6.875% Senior notes due 2020</td><td>477.9</td><td>735.9</td></tr><tr><td>4.70% Senior notes due 2021</td><td>267.1</td><td>674.4</td></tr><tr><td>3.00% Exchangeable senior notes due 2024</td><td>635.7</td><td>604.3</td></tr><tr><td>4.50% Senior notes due 2024</td><td>619.3</td><td>618.6</td></tr><tr><td>8.00% Senior notes due 2024</td><td>337.9</td><td>—</td></tr><tr><td>5.20% Senior notes due 2025</td><td>663.6</td><td>662.8</td></tr><tr><td>7.20% Debentures due 2027</td><td>149.3</td><td>149.2</td></tr><tr><td>7.875% Senior notes due 2040</td><td>376.7</td><td>378.3</td></tr><tr><td>5.75% Senior notes due 2044</td><td>971.8</td><td>970.8</td></tr><tr><td>Total debt</td><td>4,750.7</td><td>5,274.5</td></tr><tr><td>Less current maturities \( ^{(1)} \)</td><td>—</td><td>(331.9)</td></tr><tr><td>Total long-term debt</td><td>$ 4,750.7</td><td>$ 4,942.6</td></tr></table>

(1) In January 2017, we completed exchange offers to exchange our outstanding 8.50% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 for 8.00% senior notes due 2024 and cash. As of December 31, 2016, the aggregate amount of principal repurchased with cash, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.

## Convertible Senior Notes

In December 2016, Ensco Jersey Finance Limited, a wholly-owned subsidiary of Ensco plc, issued $849.5 million aggregate principal amount of unsecured 2024 Convertible Notes in a private offering. The 2024 Convertible Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Ensco plc and are exchangeable into cash, our Class A ordinary shares or a combination thereof, at our election. Interest on the 2024 Convertible Notes is payable semiannually on January 31 and July 31 of each year. The 2024 Convertible Notes will mature on January 31, 2024, unless exchanged, redeemed or repurchased in accordance with their terms prior to such date. Holders may exchange their 2024 Convertible Notes at their option any time prior to July 31, 2023 only under certain circumstances set forth in the indenture governing the 2024 Convertible Notes. On or after July 31, 2023, holders may exchange their 2024 Convertible Notes at any time. The exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an exchange price of $14.02 per share, and is subject to adjustment upon certain events. The 2024 Convertible Notes may not be redeemed by us except in the event of certain tax law changes.

Upon conversion of the 2024 Convertible Notes, holders will receive cash, our Class A ordinary shares or a combination thereof, at our election. Our intent is to settle the principal amount of the 2024 Convertible Notes in cash upon conversion. If the conversion value exceeds the principal amount (i.e., our share price exceeds the exchange price on the date of conversion), we expect to deliver shares equal to our conversion obligation in excess of the principal amount. During each respective reporting period that our average share price exceeds the exchange price, an assumed number of shares required to settle the conversion obligation in excess of the principal amount will be included in the denominator for our computation of diluted EPS using the treasury stock method. See "Note 1 - Description of the Business and Summary of Significant Accounting Policies" for additional information regarding the impact to our EPS.

The 2024 Convertible Notes were separated into their liability and equity components and included in long-term debt and additional paid-in capital on our consolidated balance sheet, respectively. The carrying amount of the



liability component was calculated by measuring the estimated fair value of a similar liability that does not include an associated conversion feature. The carrying amount of the equity component representing the conversion feature was determined by deducting the fair value of the liability component from the principal amount of the 2024 Convertible Notes. The difference between the carrying amount of the liability and the principal amount is amortized to interest expense over the term of the 2024 Convertible Notes, together with the coupon interest, resulting in an effective interest rate of approximately 8% per annum. The equity component is not remeasured if we continue to meet certain conditions for equity classification.

The costs related to the issuance of the 2024 Convertible Notes were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component are amortized to interest expense over the term of the notes and the issuance costs attributable to the equity component were recorded to additional paid-in capital on our consolidated balance sheet.

As of December 31, 2017 and 2016, the 2024 Convertible Notes consist of the following (in millions):

<table><tr><td>Liability component:</td><td>2017</td><td>2016</td></tr><tr><td>Principal</td><td>$ 849.5</td><td>$ 849.5</td></tr><tr><td>Less: Unamortized debt discount and issuance costs</td><td>(213.8)</td><td>(245.2)</td></tr><tr><td>Net carrying amount</td><td>635.7</td><td>604.3</td></tr><tr><td>Equity component, net</td><td>$ 220.0</td><td>$ 220.0</td></tr></table>

During the year ended December 31, 2017, we recognized $25.5 million associated with coupon interest and $31.4 million associated with the amortization of debt discount and issuance costs. During the year ended December 31, 2016, we recognized $1.3 million associated with coupon interest and $1.5 million associated with the amortization of debt discount and issuance costs.

The indenture governing the 2024 Convertible Notes contains customary events of default, including failure to pay principal or interest on such notes when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

## Senior Notes

On January 26, 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 at par. Interest on the 2026 Notes is payable semiannually on February 1 and August 1 of each year commencing August 1, 2018.

During 2017, we exchanged $332.0 million aggregate principal amount of unsecured 8.00% senior notes due 2024 (the “8 % 2024 Notes”) for certain amounts of our outstanding senior notes due 2019, 2020 and 2021. Interest on the 8% 2024 Notes is payable semiannually on January 31 and July 31 of each year.

During 2015, we issued $700.0 million aggregate principal amount of unsecured 5.20% senior notes due 2025 (the “2025 Notes”) at a discount of $2.6 million and $400.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the “New 2044 Notes”) at a discount of $18.7 million in a public offering. Interest on the 2025 Notes is payable semiannually on March 15 and September 15 of each year. Interest on the New 2044 Notes is payable semiannually on April 1 and October 1 of each year.

During 2014, we issued $625.0 million aggregate principal amount of unsecured 4.50% senior notes due 2024 (the "2024 Notes") at a discount of $850,000 and $625.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the "Existing 2044 Notes" and together with the New 2044 Notes, the "2044 Notes") at a discount of $2.8 million. Interest on the 2024 Notes and the Existing 2044 Notes is payable semiannually on April 1 and October 1 of each year. The Existing 2044 Notes and the New 2044 Notes are treated as a single series of debt securities under the indenture governing the notes.



During 2011, we issued $1.5 billion aggregate principal amount of unsecured 4.70% senior notes due 2021 (the “2021 Notes”) at a discount of $29.6 million in a public offering. Interest on the 2021 Notes is payable semiannually on March 15 and September 15 of each year.

Upon consummation of the Pride acquisition during 2011, we assumed outstanding debt comprised of $900.0 million aggregate principal amount of unsecured 6.875% senior notes due 2020, $500.0 million aggregate principal amount of unsecured 8.5% senior notes due 2019 and $300.0 million aggregate principal amount of unsecured 7.875% senior notes due 2040 (collectively, the "Acquired Notes" and together with the 2021 Notes, 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes, the "Senior Notes"). Ensko plc has fully and unconditionally guaranteed the performance of all Pride obligations with respect to the Acquired Notes. See "Note 15 - Guarantee of Registered Securities" for additional information on the guarantee of the Acquired Notes.

We may redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes in whole at any time, or in part from time to time, prior to maturity. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes before the date that is three months prior to the maturity date or the 2044 Notes before the date that is six months prior to the maturity date, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and a "make-whole" premium. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes or 2044 Notes on or after the aforementioned dates, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest but we are not required to pay a "make-whole" premium.

We may redeem each series of the 2021 Notes and the Acquired Notes, in whole or in part, at any time at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium.

The indentures governing the Senior Notes contain customary events of default, including failure to pay principal or interest on such notes when due, among others. The indentures governing the Senior Notes also contain certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

## Debentures Due 2027

During 1997, Ensko International Incorporated issued $150.0 million of unsecured 7.20% Debentures due 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually on May 15 and November 15 of each year. We may redeem the Debentures, in whole or in part, at any time prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. The Debentures are not subject to any sinking fund requirements. During 2009, Ensko plc entered into a supplemental indenture to unconditionally guarantee the principal and interest payments on the Debentures. See "Note 15 - Guarantee of Registered Securities" for additional information on the guarantee of the Debentures.

The Debentures and the indenture pursuant to which the Debentures were issued also contain customary events of default, including failure to pay principal or interest on the Debentures when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

## Tender Offers and Open Market Repurchases

During 2017, we repurchased $194.1 million of our outstanding senior notes on the open market for an aggregate purchase price of $204.5 million with cash on hand and recognized an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.

During 2016, we launched cash tender offers for up to $750.0 million aggregate purchase price of our outstanding debt. We received tenders totaling $860.7 million for an aggregate purchase price of $622.3 million. We



used cash on hand to settle the tendered debt. Additionally during 2016, we repurchased on the open market $269.9 million of outstanding debt for an aggregate purchase price of $241.6 million.

Our tender offers and open market repurchases during the two-year period ended December 31, 2017 were as follows (in millions):

Year Ended December 31, 2017

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price \( ^{(1)} \)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>54.6</td><td>60.1</td></tr><tr><td>6.875% Senior notes due 2020</td><td>100.1</td><td>105.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td>39.4</td><td>39.3</td></tr><tr><td>Total</td><td>194.1</td><td>204.5</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

Year Ended December 31, 2016

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price (1)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>62.0</td><td>55.7</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td></tr><tr><td>4.70% Senior notes due 2021</td><td>817.0</td><td>609.0</td></tr><tr><td>4.50% Senior notes due 2024</td><td>1.7</td><td>.9</td></tr><tr><td>5.20% Senior notes due 2025</td><td>30.7</td><td>16.8</td></tr><tr><td>Total</td><td>1,130.6</td><td>863.9</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.
Exchange Offers

During 2017, we completed exchange offers to exchange our outstanding 8.50% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 for 8.00% senior notes due 2024 and cash. The exchange offers resulted in the tender of $649.5 million aggregate principal amount of our outstanding notes that were settled and exchanged as follows (in millions):

<table><tr><td></td><td>Aggregate Principal Amount</td><td>8% Senior Notes Due 2024 Consideration</td><td>Cash Consideration</td><td>Total Consideration</td></tr><tr><td>8.50% Senior notes due 2019</td><td>145.8</td><td>81.6</td><td>81.7</td><td>163.3</td></tr><tr><td>6.875% Senior notes due 2020</td><td>129.8</td><td>69.3</td><td>69.4</td><td>138.7</td></tr><tr><td>4.70% Senior notes due 2021</td><td>373.9</td><td>181.1</td><td>181.4</td><td>362.5</td></tr><tr><td>Total</td><td>649.5</td><td>332.0</td><td>332.5</td><td>664.5</td></tr></table>

During the year ended December 31, 2017, we recognized a pre-tax loss on the exchange offers of approximately $6.2 million, consisting of a loss of $3.5 million that includes the write-off of premiums on tendered debt and $2.7 million of transaction costs.



During 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.

## 2018 Tender Offers and Redemption

Concurrent with the issuance of the 2026 Notes in January 2018, we launched cash tender offers for up to $985.0 million aggregate purchase price on certain series of senior notes issued by us and Pride International LLC, our wholly-owned subsidiary. The tender offers expired February 7, 2018 and we repurchased $182.6 million of the 8.50% senior notes due 2019, $256.6 million of the 6.875% senior notes due 2020 and $156.2 million of the 4.70% senior notes due 2021. We subsequently issued a redemption notice for the remaining outstanding $55.0 million principal amount of the 8.50% senior notes due 2019. The following table sets forth the total principal amounts repurchased as a result of the tender offers and redemption (in millions):

<table><tr><td></td><td colspan="2">Aggregate Principal Amount Repurchased</td><td colspan="2">Aggregate Repurchase Price \( ^{(1)} \)</td></tr><tr><td>8.50% Senior notes due 2019</td><td></td><td>237.6</td><td></td><td>256.8</td></tr><tr><td>6.875% Senior notes due 2020</td><td></td><td>256.6</td><td></td><td>277.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td></td><td>156.2</td><td></td><td>159.3</td></tr><tr><td>Total</td><td></td><td>650.4</td><td></td><td>693.2</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

During the first quarter of 2018, we expect to recognize a pre-tax loss from debt extinguishment of approximately $18.2 million related to the tender offers, net of discounts, premiums, debt issuance costs and transaction costs.

## Revolving Credit

In October 2017, we amended our revolving credit facility ("Credit Facility") to extend the final maturity date by two years. Previously, our Credit Facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit agreement governing our revolving credit facility includes an accordion feature allowing us to increase the commitments expiring in September 2022 up to an aggregate amount not to exceed $1.5 billion.

Advances under the Credit Facility bear interest at Base Rate or LIBOR plus an applicable margin rate, depending on our credit ratings. We are required to pay a quarterly commitment fee on the undrawn portion of the $2.0 billion commitment, which is also based on our credit ratings.

In October 2017, Moody's announced a downgrade of our credit rating from B1 to B2, and Standard & Poor's downgraded our credit rating from BB to B+, which are both ratings below investment grade. Subsequently, in January 2018, Moody's downgraded our senior unsecured bond credit rating from B2 to B3. The Credit Facility amendment and the rating actions resulted in increases to the interest rates applicable to our borrowings and the quarterly commitment fee on the undrawn portion of the $2.0 billion commitment. The applicable margin rates are 3.00% per annum for Base Rate advances and 4.00% per annum for LIBOR advances. The quarterly commitment fee is 0.75% per annum on the undrawn portion of the $2.0 billion commitment.



The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60% and to provide guarantees from certain of our rig-owning subsidiaries sufficient to meet certain guarantee coverage ratios. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens (subject to customary exceptions, including a permitted lien basket that permits us to raise secured debt up to the lesser of $750 million or 10% of consolidated tangible net worth (as defined in the Credit Facility)); entering into certain merger arrangements; selling, leasing, transferring or otherwise disposing of all or substantially all of our assets; making a material change in the nature of the business; paying or distributing dividends on our ordinary shares (subject to certain exceptions, including the ability to continue paying a quarterly dividend of $0.01 per share); borrowings, if after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of available cash (as defined in the Credit Facility) would exceed $150 million; and entering into certain transactions with affiliates.

The Credit Facility also includes a covenant restricting our ability to repay indebtedness maturing after September 2022, which is the final maturity date of our Credit Facility. This covenant is subject to certain exceptions that permit us to manage our balance sheet, including the ability to make repayments of indebtedness (i) of acquired companies within 90 days of the completion of the acquisition or (ii) if, after giving effect to such repayments, available cash is greater than $250 million and there are no amounts outstanding under the Credit Facility.

As of December 31, 2017, we were in compliance in all material respects with our covenants under the Credit Facility. We expect to remain in compliance with our Credit Facility covenants during 2017. We had no amounts outstanding under the Credit Facility as of December 31, 2017 and 2016.

Our access to credit and capital markets depends on the credit ratings assigned to our debt. As a result of recent rating actions by these agencies, we no longer maintain an investment-grade status. Our current credit ratings, and any additional actual or anticipated downgrades in our credit ratings, could limit our available options when accessing credit and capital markets, or when restructuring or refinancing our debt. In addition, future financings or refinancings may result in higher borrowing costs and require more restrictive terms and covenants, which may further restrict our operations.



The descriptions of our senior notes above reflect the original principal amounts issued, which have subsequently changed as a result of our tenders, repurchases, exchanges and new debt issuances such that the maturities of our debt were as follows (in millions):

<table><tr><td>Senior Notes</td><td>Original Principal</td><td>2016 Tenders, Repurchases and Equity Exchange</td><td>2017 Exchange Offers</td><td>2017 Repurchases</td><td>Principal Outstanding at December 31, 2017(1)</td><td>2018 Tender Offers, Redemption and Debt Issuance</td><td>Remaining Principal</td></tr><tr><td>8.50% due 2019</td><td>$ 500.0</td><td>$ (62.0)</td><td>$ (145.8)</td><td>$ (54.6)</td><td>$ 237.6</td><td>$ (237.6)</td><td>$ —</td></tr><tr><td>6.875% due 2020</td><td>900.0</td><td>(219.2)</td><td>(129.8)</td><td>(100.1)</td><td>450.9</td><td>(256.6)</td><td>194.3</td></tr><tr><td>4.70% due 2021</td><td>1,500.0</td><td>(817.0)</td><td>(373.9)</td><td>(39.4)</td><td>269.7</td><td>(156.2)</td><td>113.5</td></tr><tr><td>3.00% due 2024</td><td>849.5</td><td>—</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>4.50% due 2024</td><td>625.0</td><td>(1.7)</td><td>—</td><td>—</td><td>623.3</td><td>—</td><td>623.3</td></tr><tr><td>8.00% due 2024</td><td>—</td><td>—</td><td>332.0</td><td>—</td><td>332.0</td><td>—</td><td>332.0</td></tr><tr><td>5.20% due 2025</td><td>700.0</td><td>(30.7)</td><td>—</td><td>—</td><td>669.3</td><td>—</td><td>669.3</td></tr><tr><td>7.75% due 2026</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,000.0</td><td>1,000.0</td></tr><tr><td>7.20% due 2027</td><td>150.0</td><td>—</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>150.0</td></tr><tr><td>7.875% due 2040</td><td>300.0</td><td>—</td><td>—</td><td>—</td><td>300.0</td><td>—</td><td>300.0</td></tr><tr><td>5.75% due 2044</td><td>1,025.0</td><td>(24.5)</td><td>—</td><td>—</td><td>1,000.5</td><td>—</td><td>1,000.5</td></tr><tr><td>Total</td><td>$ 6,549.5</td><td>$ (1,155.1)</td><td>$ (317.5)</td><td>$ (194.1)</td><td>$ 4,882.8</td><td>$ 349.6</td><td>$ 5,232.4</td></tr></table>

(1) The aggregate principal amount outstanding as of December 31, 2017 excludes net unamortized discounts and debt issuance costs of $132.1 million.

## Interest Expense

Interest expense totaled $224.2 million, $228.8 million and $216.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, which was net of interest amounts capitalized of $72.5 million, $45.7 million and $87.4 million in connection with newbuild rig construction and other capital projects.

## 6. DERIVATIVE INSTRUMENTS

We use derivatives to reduce our exposure to various market risks, primarily foreign currency exchange rate risk. We maintain a foreign currency exchange rate risk management strategy that utilizes derivatives to reduce our exposure to unanticipated fluctuations in earnings and cash flows caused by changes in foreign currency exchange rates. We mitigate our credit risk relating to the counterparties of our derivatives by transacting with multiple, high-quality financial institutions, thereby limiting exposure to individual counterparties, and by entering into International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. See "Note 14 - Supplemental Financial Information" for additional information on the mitigation of credit risk relating to counterparties of our derivatives. We do not enter into derivatives for trading or other speculative purposes.

All derivatives were recorded on our consolidated balance sheets at fair value. Derivatives subject to legally enforceable master netting agreements were not offset on our consolidated balance sheets. Accounting for the gains and losses resulting from changes in the fair value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. See "Note 1 - Description of the Business and Summary of Significant Accounting Policies" for additional information on our accounting policy for derivatives and "Note 3 - Fair Value Measurements" for additional information on the fair value measurement of our derivatives.



As of December 31, 2017 and 2016, our consolidated balance sheets included net foreign currency derivative assets of $6.8 million and liabilities of $8.8 million, respectively. All of our derivatives mature within the next 18 months.

Derivatives recorded at fair value on our consolidated balance sheets as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">Derivative Assets</td><td colspan="3">Derivative Liabilities</td></tr><tr><td>2017</td><td>2016</td><td></td><td>2017</td><td>2016</td><td></td></tr><tr><td>Derivatives Designated as Hedging Instruments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency forward contracts - current \( ^{(1)} \)</td><td>$ 5.9</td><td>$ 4.1</td><td>$ .2</td><td>$ 11.4</td><td></td><td></td></tr><tr><td>Foreign currency forward contracts - non-current \( ^{(2)} \)</td><td>.5</td><td>.2</td><td>.1</td><td>.8</td><td></td><td></td></tr><tr><td></td><td>6.4</td><td>4.3</td><td>.3</td><td>12.2</td><td></td><td></td></tr><tr><td>Derivatives not Designated as Hedging Instruments</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency forward contracts - current \( ^{(1)} \)</td><td>.9</td><td>.4</td><td>.2</td><td>1.3</td><td></td><td></td></tr><tr><td></td><td>.9</td><td>.4</td><td>.2</td><td>1.3</td><td></td><td></td>}
 <tr><td>Total</td><td>$ 7.3</td><td>$ 4.7</td><td>$ .5</td><td>$ 13.5</td><td></td><td></td></tr></table>

(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.

We utilize cash flow hedges to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk associated with contract drilling expenses and capital expenditures denominated in various currencies. As of December 31, 2017, we had cash flow hedges outstanding to exchange an aggregate $188.4 million for various foreign currencies, including $82.2 million for British pounds, $47.8 million for Australian dollars, $27.0 million for euros, $19.9 million for Brazilian reals, $10.4 million for Singapore dollars and $1.1 million for other currencies.

Gains and losses, net of tax, on derivatives designated as cash flow hedges included in our consolidated statements of operations and comprehensive income for each of the years in the three-year period ended December 31, 2017 were as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="4">Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivatives (Effective Portion)</td><td colspan="4">Loss Reclassified from AOCI into Income (Effective Portion) \( ^{(1)} \)</td><td colspan="4">Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) \( ^{(2)} \)</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Interest rate lock contracts \( ^{(3)} \)</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ (.2)</td><td>$ (.2)</td><td>$ (.6)</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Foreign currency forward contracts \( ^{(4)} \)</td><td>8.5</td><td>(5.4)</td><td>(23.6)</td><td>(.2)</td><td>(12.2)</td><td>(21.6)</td><td>(.7)</td><td>1.9</td><td>(.1)</td><td></td><td></td><td></td></tr><tr><td>Total</td><td>$ 8.5</td><td>$ (5.4)</td><td>$ (23.6)</td><td>$ (.4)</td><td>$ (12.4)</td><td>$ (22.2)</td><td>$ (.7)</td><td>$ 1.9</td><td>$ (.1)</td><td></td><td></td><td></td></tr></table>

(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, 2017, $1.1 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, 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 and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations.

We have net assets and liabilities denominated in numerous foreign currencies and use various methods to manage our exposure to foreign currency exchange rate risk. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. We occasionally enter into derivatives that hedge the fair value of recognized foreign currency denominated assets or liabilities but do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of December 31, 2017, we held derivatives not designated as hedging instruments to exchange an aggregate $131.1 million for various foreign currencies, including $93.3 million for euros, $9.6 million for Brazilian reals, $7.4 million for Indonesian rupiah, $5.6 million for British pounds, $5.4 million for Australian dollars and $9.8 million for other currencies.

Net gains of $10.0 million, and net losses of $7.0 million and $17.3 million associated with our derivatives not designated as hedging instruments were included in other, net, in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively.

As of December 31, 2017, the estimated amount of net gains associated with derivatives, net of tax, that will be reclassified to earnings during the next 12 months was as follows (in millions):

<table><tr><td>Net unrealized gains to be reclassified to contract drilling expense</td><td>$ 3.1</td></tr><tr><td>Net realized gains to be reclassified to depreciation expense</td><td>.9</td></tr><tr><td>Net realized losses to be reclassified to interest expense</td><td>(.4)</td></tr><tr><td>Net gains to be reclassified to earnings</td><td>$ 3.6</td></tr></table>



## 7. SHAREHOLDERS' EQUITY

Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>Shares</td><td>Par Value</td><td>Additional Paid-in Capital</td><td>Retained Earnings</td><td>AOCI</td><td>Treasury Shares</td><td>Noncontrolling Interest</td></tr><tr><td>BALANCE, December 31, 2014</td><td>240.6</td><td>$ 24.2</td><td>$ 5,517.5</td><td>$ 2,720.4</td><td>$ 11.9</td><td>$ (59.0)</td><td>$ 7.9</td></tr><tr><td>Net loss</td><td>—</td><td>—</td><td>—</td><td>(1,594.8)</td><td>—</td><td>—</td><td>8.9</td></tr><tr><td>Dividends paid</td><td>—</td><td>—</td><td>—</td><td>(140.3)</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Distributions to noncontrolling interests</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(12.5)</td></tr><tr><td>Shares issued under share-based compensation plans, net</td><td>2.3</td><td>.2</td><td>—</td><td>—</td><td>—</td><td>(.2)</td><td>—</td></tr><tr><td>Tax expense from share-based compensation</td><td>—</td><td>—</td><td>(2.4)</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Repurchase of shares</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(4.6)</td><td>—</td></tr><tr><td>Share-based compensation cost</td><td>—</td><td>—</td><td>39.4</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Net other comprehensive loss</td><td>—</td><td>—</td><td>—</td><td>—</td><td>.6</td><td>—</td><td>—</td></tr><tr><td>BALANCE, December 31, 2015</td><td>242.9</td><td>24.4</td><td>5,554.5</td><td>985.3</td><td>12.5</td><td>(63.8)</td><td>4.3</td></tr><tr><td>Net income</td><td>—</td><td>—</td><td>—</td><td>890.2</td><td>—</td><td>—</td><td>6.9</td></tr><tr><td>Dividends paid</td><td>—</td><td>—</td><td>—</td><td>(11.4)</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Distributions to noncontrolling interests</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(7.8)</td></tr><tr><td>Equity Issuance</td><td>65.6</td><td>6.5</td><td>579.0</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Equity for debt exchange</td><td>1.8</td><td>.2</td><td>14.8</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Equity Component of convertible senior notes issuance, net</td><td>—</td><td>—</td><td>220.0</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Contributions from noncontrolling interests</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1.0</td></tr><tr><td>Tax expense on share-based compensation</td><td>—</td><td>—</td><td>(3.4)</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Repurchase of shares</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2.0)</td><td>—</td></tr><tr><td>Share-based compensation cost</td><td>—</td><td>—</td><td>37.3</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Net other comprehensive income</td><td>—</td><td>—</td><td>—</td><td>—</td><td>6.5</td><td>—</td><td>—</td></tr><tr><td>BALANCE, December 31, 2016</td><td>310.3</td><td>31.1</td><td>6,402.2</td><td>1,864.1</td><td>19.0</td><td>(65.8)</td><td>4.4</td></tr><tr><td>Net loss</td><td>—</td><td>—</td><td>—</td><td>(303.7)</td><td>—</td><td>—</td><td>(.5)</td></tr><tr><td>Dividends paid</td><td>—</td><td>—</td><td>—</td><td>(13.6)</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Cumulative-effect adjustment due to ASU 2016-16</td><td>—</td><td>—</td><td>—</td><td>(14.1)</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Distributions to noncontrolling interests</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(6.0)</td></tr><tr><td>Equity issuance in connection with the Atwood Merger</td><td>132.2</td><td>13.2</td><td>757.5</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Shares issued under share-based compensation plans, net</td><td>4.5</td><td>.5</td><td>(.4)</td><td>—</td><td>—</td><td>(1.3)</td><td>—</td></tr><tr><td>Repurchase of shares</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(1.9)</td><td>—</td></tr><tr><td>Share-based compensation cost</td><td>—</td><td>—</td><td>35.7</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Net other comprehensive income</td><td>—</td><td>—</td><td>—</td><td>—</td><td>9.6</td><td>—</td><td>—</td></tr><tr><td>BALANCE, December 31, 2017</td><td>447.0</td><td>$ 44.8</td><td>$ 7,195.0</td><td>$ 1,532.7</td><td>$ 28.6</td><td>$ (69.0)</td><td>$ (2.1)</td></tr></table>



In October 2017, as a result of the Merger, we issued 132.2 million of our Class A Ordinary shares, representing total equity consideration of $770.7 million based on a closing price of $5.83 per Class A ordinary share on October 5, 2017, the last trading day before the Merger Date.

In April, 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share. We received net proceeds from the offering of $585.5 million.

In October 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding Class A ordinary shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.

As a U.K. company governed in part by the Companies Act, we cannot issue new shares (other than in limited circumstances) without being authorized by our shareholders. At our last annual general meeting, our shareholders authorized the allotment of 101.1 million Class A ordinary shares (or 202.2 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue). On October 5, 2017, at our general shareholders meeting, our shareholders approved an increase to our allotment in the amount of 45.3 million Class A ordinary shares (or 90.2 million Class A ordinary shares in connection with an offer by way of rights issue or other similar issue) to reflect the expected enlarged share capital of Ensco immediately following the completion of the Merger. The total allotment of 146.4 million Class A ordinary shares (or 292.4 million Class A ordinary shares in connection with an offer by way of rights issue or similar issuance) is authorized for a period up to the conclusion of our 2018 annual general meeting (or, if earlier, at the close of business on August 22, 2018).

Under English law, we are only able to declare dividends and return funds to our shareholders out of the accumulated distributable reserves on our statutory balance sheet. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and other factors and restrictions our Board of Directors deems relevant. There can be no assurance that we will pay a dividend in the future.

During 2013, our shareholders approved a 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 during 2018. As of December 31, 2017, there had been no share repurchases under this program.

## 8. BENEFIT PLANS

Our shareholders approved the 2012 Long-Term Incentive Plan (the “2012 LTIP”) effective January 1, 2012, to provide for the issuance of non-vested share awards, share option awards and performance awards (collectively "awards"). Under the 2012 LTIP, as amended, 32.0 million shares were reserved for issuance as awards to officers, non-employee directors and key employees who are in a position to contribute materially to our growth, development and long-term success. As of December 31, 2017, there were 18.2 million shares available for issuance as awards under the 2012 LTIP. Awards may be satisfied by newly issued shares, including shares held by a subsidiary or affiliated entity, or by delivery of shares held in an affiliated employee benefit trust at the Company's discretion.

In connection with the Merger, we assumed Atwood’s Amended and Restated 2007 Long-Term Incentive Plan (the “Atwood LTIP”) and the options outstanding thereunder. As of December 31, 2017, there were 1.6 million shares remaining available for future issuance as awards under the Atwood LTIP, which may be granted to employees and other service providers who were not employed or engaged with Ensco prior to the Merger.

## Non-Vested Share Awards and Cash-Settled Awards

Grants of share awards and share units (collectively "share awards") and share units to be settled in cash ("cash-settled awards"), generally vest at rates of 20% or 33% per year, as determined by a committee or subcommittee of the Board of Directors at the time of grant. During 2017, we granted 5.0 million cash-settled awards and 1.4 million



share awards to our employees and non-employee directors pursuant to the 2012 LTIP. Our non-vested share awards have voting and dividend rights effective on the date of grant, and our non-vested share units have dividend rights effective on the date of grant. Compensation expense for share awards is measured at fair value on the date of grant and recognized on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for cash-settled awards is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. Our compensation cost is reduced for forfeited awards in the period in which the forfeitures occur.

The following table summarizes share award and cash-settled award compensation expense recognized during each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td><td colspan="2">2015</td></tr><tr><td>Contract drilling</td><td>$     18.3</td><td>$     19.9</td><td>$     19.5</td><td></td><td></td><td></td></tr><tr><td>General and administrative</td><td>14.5</td><td>16.6</td><td>17.8</td><td></td><td></td><td></td></tr><tr><td></td><td>32.8</td><td>36.5</td><td>37.3</td><td></td><td></td><td></td></tr><tr><td>Tax benefit</td><td>(4.8)</td><td>(5.9)</td><td>(4.8)</td><td></td><td></td><td></td></tr><tr><td>Total</td><td>$     28.0</td><td>$     30.6</td><td>$     32.5</td><td></td><td></td><td></td></tr></table>

The following table summarizes the value of share awards and cash-settled awards granted and vested during each of the years in the three-year period ended December 31, 2017:

<table><tr><td rowspan="2"></td><td colspan="3">Share Awards</td><td colspan="3">Cash-Settled Awards</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Weighted-average grant-date fair value of share awards granted (per share)</td><td>$ 7.90</td><td>$ 10.42</td><td>$ 23.95</td><td>$ 6.27</td><td>$ 9.64</td><td>$ —</td></tr><tr><td>Total fair value of share awards vested during the period (in millions)</td><td>$ 8.6</td><td>$ 8.8</td><td>$ 18.0</td><td>$ 3.9</td><td>$ —</td><td>$ —</td></tr></table>

The following table summarizes share awards and cash-settled awards activity for the year ended December 31, 2017 (shares in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">Share Awards</td><td colspan="2">Cash-settled Awards</td></tr><tr><td>Awards</td><td>Weighted-Average Grant-Date Fair Value</td><td>Awards</td><td>Weighted-Average Grant-Date Fair Value</td></tr><tr><td>Share awards and cash-settled awards as of December 31, 2016</td><td>3,073</td><td>$ 26.02</td><td>3,060</td><td>$ 9.64</td></tr><tr><td>Granted</td><td>1,433</td><td>7.90</td><td>4,968</td><td>6.27</td></tr><tr><td>Vested</td><td>(1,123)</td><td>32.75</td><td>(614)</td><td>9.64</td></tr><tr><td>Forfeited</td><td>(78)</td><td>31.52</td><td>(325)</td><td>7.77</td></tr><tr><td>Share awards and cash-settled awards as of December 31, 2017</td><td>3,305</td><td>$ 16.06</td><td>7,089</td><td>$ 7.37</td></tr></table>

As of December 31, 2017, there was $74.8 million of total unrecognized compensation cost related to share awards, which is expected to be recognized over a weighted-average period of 2.0 years.



Share option awards ("options") granted to employees generally become exercisable in 25% increments over a four-year period or 33% increments over a three-year period and, to the extent not exercised, expire on either the seventh or tenth anniversary of the date of grant. The exercise price of options granted under the 2012 LTIP equals the market value of the underlying shares on the date of grant. As of December 31, 2017, options granted to purchase 896,279 shares with a weighted-average exercise price of $25.97 were outstanding under the 2012 LTIP and predecessor or acquired plans. Excluding options assumed under the Atwood LTIP, no options have been granted since 2011, and there was no unrecognized compensation cost related to options as of December 31, 2017.

## Performance Awards

Under the 2012 LTIP, performance awards may be issued to our senior executive officers. Performance awards are subject to achievement of specified performance goals based on relative total shareholder return ("TSR") and relative return on capital employed ("ROCE"). The performance goals are determined by a committee or subcommittee of the Board of Directors. Awards are payable in either Ensco shares or cash upon attainment of relative TSR and ROCE performance goals. Performance awards granted during 2017 are payable in cash while performance awards granted in 2015 and 2016 are payable in Ensco shares.

Our performance awards granted during 2017 are classified as liability awards with compensation expense measured based on the estimated probability of attainment of the specified performance goals and recognized on a straight-line basis over the requisite service period. The estimated probable outcome of attainment of the specified performance goals is based on historical experience, and any subsequent changes in this estimate are recognized as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs.

Performance awards generally vest at the end of a three-year measurement period based on attainment of performance goals. Our performance awards granted during 2015 and 2016 are classified as equity awards with compensation expense recognized on a straight-line basis over the requisite service period. The estimated probable outcome of attainment of the specified performance goals is based on historical experience, and any subsequent changes in this estimate for the relative ROCE performance goal are recognized as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs.

The aggregate grant-date fair value of performance awards granted during 2017, 2016 and 2015 totaled $6.7 million, $6.1 million and $8.3 million, respectively. The aggregate fair value of performance awards vested during 2017, 2016 and 2015 totaled $2.9 million, $2.8 million and $4.6 million, respectively.

During the years ended December 31, 2017, 2016 and 2015, we recognized $8.4 million, $3.1 million and $2.9 million of compensation expense for performance awards, respectively, which was included in general and administrative expense in our consolidated statements of operations. As of December 31, 2017, there was $8.2 million of total unrecognized compensation cost related to unvested performance awards, which is expected to be recognized over a weighted-average period of 1.8 years.

## Savings Plans

We have profit sharing plans (the "Ensco Savings Plan," the "Ensco Multinational Savings Plan" and the "Ensco Limited Retirement Plan"), which cover eligible employees, as defined within each plan. The Ensco Savings Plan includes a 401(k) savings plan feature, which allows eligible employees to make tax-deferred contributions to the plan. The Ensco Limited Retirement Plan also allows eligible employees to make tax-deferred contributions to the plan. Contributions made to the Ensco Multinational Savings Plan may or may not qualify for tax deferral based on each plan participant's local tax requirements.

We generally make matching cash contributions to the plans. We match 100% of the amount contributed by the employee up to a maximum of 5% of eligible salary. Matching contributions totaled $12.2 million, $16.7 million and $18.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. Any additional discretionary



contributions made into the plans require approval of the Board of Directors and are generally paid in cash. We recorded additional discretionary contribution provisions of $19.2 million and $27.5 million for the years ended December 31, 2016 and 2015, respectively. Matching contributions and additional discretionary contributions become vested in 33% increments upon completion of each initial year of service with all contributions becoming fully vested subsequent to achievement of three or more years of service. We have 1.0 million shares reserved for issuance as matching contributions under the Ensco Savings Plan.

## 9. GOODWILL

Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third-parties. Our two reportable segments, Floaters and Jackups, represent our reporting units. We have historically tested goodwill for impairment on an annual basis or when events or changes in circumstances indicate that a potential impairment exists. All of our goodwill was impaired as of December 31, 2015.

At the beginning of 2015, our goodwill balance was $276.1 million, net of accumulated impairment of $3.0 billion. During 2015, we recorded non-cash losses on impairment of $192.6 million and $83.5 million for the Jackups and Floaters reporting units, respectively, which were included in loss on impairment in our consolidated statement of operations.

As part of our annual 2015 goodwill impairment test, we considered the decline in oil prices, which resulted in significant capital spending reductions by our customers and corresponding deterioration in our forecasted day rates and utilization. Additionally, our stock price declined significantly from $35 at the end of 2014 to below $15 at the end of 2015. We concluded it was more-likely-than-not that the fair values of our reporting units were less than their carrying amounts.

We utilized an income approach that was based on a discounted cash flow model, which included present values of cash flows to estimate the fair value of our reporting units and was based on unobservable inputs that require significant judgments for which there was limited information. The future cash flows were projected based on our estimates of future day rates, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted day rates and utilization took into account market conditions and our anticipated business outlook.

We compared the estimated fair value of each reporting unit to the fair values of all assets and liabilities within the respective reporting unit to calculate the implied fair value of goodwill and recorded an impairment to goodwill for the difference.



## 10. INCOME TAXES

We generated profits of $6.3 million and losses of $151.6 million and $578.2 million from continuing operations before income taxes in the U.S. and a loss of $202.3 million, profits of $1.1 billion and a loss of $893.0 million from continuing operations before income taxes in non-U.S. jurisdictions for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table summarizes components of our provision for income taxes from continuing operations for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td><td colspan="2">2015</td></tr><tr><td>Current income tax (benefit) expense:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>U.S.</td><td>$</td><td>(2.2)</td><td>$</td><td>(6.6)</td><td>$</td><td>18.7</td></tr><tr><td>Non-U.S.</td><td></td><td>56.4</td><td></td><td>86.4</td><td></td><td>125.4</td></tr><tr><td></td><td></td><td>54.2</td><td></td><td>79.8</td><td></td><td>144.1</td></tr><tr><td>Deferred income tax expense (benefit):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>U.S.</td><td></td><td>36.0</td><td></td><td>15.9</td><td></td><td>(180.4)</td></tr><tr><td>Non-U.S.</td><td></td><td>19.0</td><td></td><td>12.8</td><td></td><td>22.4</td></tr><tr><td></td><td></td><td>55.0</td><td></td><td>28.7</td><td></td><td>(158.0)</td></tr><tr><td>Total income tax expense (benefit)</td><td>$</td><td>109.2</td><td>$</td><td>108.5</td><td>$</td><td>(13.9)</td></tr></table>

## U.S. Tax Reform

U.S. tax reform was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law, including a reduction in the statutory income tax rate from 35% to 21% effective January 1, 2018, a base erosion anti-abuse tax that effectively imposes a minimum tax on certain payments to non-U.S. affiliates and new and revised rules relating to the current taxation of certain income of foreign subsidiaries. We recognized a net tax expense of $16.5 million during the fourth quarter of 2017 in connection with enactment of U.S. tax reform, consisting of a $38.5 million tax expense associated with the one-time transition tax on deemed repatriation of the deferred foreign income of our U.S. subsidiaries, a $17.3 million tax expense associated with revisions to rules over the taxation of income of foreign subsidiaries, a $20.0 million tax benefit resulting from the re-measurement of our deferred tax assets and liabilities as of December 31, 2017 to reflect the reduced tax rate and a $19.3 million tax benefit resulting from adjustments to the valuation allowance on deferred tax assets.

Due to the timing of the enactment of U.S. tax reform and the complexity involved in applying its provisions, we have made reasonable estimates of its effects and recorded such amounts in our consolidated financial statements as of December 31, 2017 on a provisional basis. As we continue to analyze applicable information and data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others, we may make adjustments to the provisional amounts throughout the one-year measurement period as provided by Staff Accounting Bulletin No. 118. Our accounting for the enactment of U.S. tax reform will be completed during 2018 and any adjustments we recognize could be material. The ongoing impact of U.S. tax reform may result in an increase in our consolidated effective income tax rate in future periods.



The following table summarizes significant components of deferred income tax assets (liabilities) as of December 31, 2017 and 2016 (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Net operating loss carryforwards</td><td>$ 187.1</td><td>$ 197.9</td></tr><tr><td>Foreign tax credits</td><td>132.3</td><td>91.7</td></tr><tr><td>Premiums on long-term debt</td><td>36.1</td><td>72.7</td></tr><tr><td>Deferred revenue</td><td>26.0</td><td>55.7</td></tr><tr><td>Employee benefits, including share-based compensation</td><td>20.7</td><td>30.6</td></tr><tr><td>Other</td><td>12.8</td><td>17.2</td></tr><tr><td>Total deferred tax assets</td><td>415.0</td><td>465.8</td></tr><tr><td>Valuation allowance</td><td>(278.8)</td><td>(238.8)</td></tr><tr><td>Net deferred tax assets</td><td>136.2</td><td>227.0</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Property and equipment</td><td>(51.5)</td><td>(103.3)</td></tr><tr><td>Deferred U.S. tax on foreign income</td><td>(24.8)</td><td>(15.2)</td></tr><tr><td>Deferred transition tax</td><td>(13.7)</td><td>—</td></tr><tr><td>Deferred costs</td><td>(9.1)</td><td>(11.4)</td></tr><tr><td>Intercompany transfers of property</td><td>—</td><td>(18.9)</td></tr><tr><td>Other</td><td>(8.7)</td><td>(8.4)</td></tr><tr><td>Total deferred tax liabilities</td><td>(107.8)</td><td>(157.2)</td></tr><tr><td>Net deferred tax asset</td><td>$ 28.4</td><td>$ 69.8</td></tr></table>

The realization of substantially all of our deferred tax assets is dependent on generating sufficient taxable income during future periods in various jurisdictions in which we operate. Realization of certain of our deferred tax assets is not assured. We recognize a valuation allowance for deferred tax assets when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized. The amount of deferred tax assets considered realizable could increase or decrease in the near term if our estimates of future taxable income change.

As of December 31, 2017, we had deferred tax assets of $132.3 million for U.S. foreign tax credits (“FTC”) and $187.1 million related to $844.1 million of net operating loss (“NOL”) carryforwards, which can be used to reduce our income taxes payable in future years. The FTCs expire between 2022 and 2038. NOL carryforwards, which were generated in various jurisdictions worldwide, include $429.2 million that do not expire and $414.9 million that will expire, if not utilized, beginning in 2018 through 2037. Due to the uncertainty of realization, we have a $250.3 million valuation allowance on FTC and NOL carryforwards.



Ensco plc, our parent company, is domiciled and resident in the U.K. Our subsidiaries conduct operations and earn income in numerous countries and are subject to the laws of taxing jurisdictions within those countries. The income of our non-U.K. subsidiaries is generally not subject to U.K. taxation. Income tax rates imposed in the tax jurisdictions in which our subsidiaries conduct operations vary, as does the tax base to which the rates are applied. In some cases, tax rates may be applicable to gross revenues, statutory or negotiated deemed profits or other bases utilized under local tax laws, rather than to net income.

Our drilling rigs frequently move from one taxing jurisdiction to another to perform contract drilling services. In some instances, the movement of drilling rigs among taxing jurisdictions will involve the transfer of ownership of the drilling rigs among our subsidiaries. As a result of frequent changes in the taxing jurisdictions in which our drilling rigs are operated and/or owned, changes in profitability levels and changes in tax laws, our annual effective income tax rate may vary substantially from one reporting period to another. In periods of declining profitability, our income tax expense may not decline proportionally with income, which could result in higher effective income tax rates. Further, we may continue to incur income tax expense in periods in which we operate at a loss.

Our consolidated effective income tax rate on continuing operations for each of the years in the three-year period ended December 31, 2017, differs from the U.K. statutory income tax rate as follows:

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>U.K. statutory income tax rate</td><td>19.2 %</td><td>20.0%</td><td>20.2%</td></tr><tr><td>Non-U.K. taxes</td><td>(40.4)</td><td>(7.9)</td><td>(12.3)</td></tr><tr><td>Valuation allowance</td><td>(18.0)</td><td>2.6</td><td>(1.5)</td></tr><tr><td>Goodwill and asset impairments</td><td>(17.1)</td><td>—</td><td>(4.0)</td></tr><tr><td>Bargain purchase gain</td><td>13.8</td><td>—</td><td>—</td></tr><tr><td>U.S. tax reform</td><td>(8.4)</td><td>—</td><td>—</td></tr><tr><td>Debt repurchases</td><td>(2.8)</td><td>(4.1)</td><td>—</td></tr><tr><td>Other</td><td>(2.0)</td><td>.3</td><td>(1.5)</td></tr><tr><td>Effective income tax rate</td><td>(55.7)%</td><td>10.9%</td><td>.9%</td></tr></table>

Our 2017 consolidated effective income tax rate includes $32.2 million associated with the impact of various discrete tax items, including $16.5 million of tax expense associated with U.S. tax reform and $15.7 million of tax expense associated with the exchange offers and debt repurchases, rig sales, a restructuring transaction, settlement of a previously disclosed legal contingency, the effective settlement of a liability for unrecognized tax benefits associated with a tax position taken in prior years and other resolutions of prior year tax matters.

Our 2016 consolidated effective income tax rate includes the impact of various discrete tax items, including a $16.9 million tax expense resulting from net gains on the repurchase of various debt during the year, the recognition of an $8.4 million net tax benefit relating to the sale of various rigs, a $5.5 million tax benefit resulting from a net reduction in the valuation allowance on U.S. foreign tax credits and a net $5.3 million tax benefit associated with liabilities for unrecognized tax benefits and other adjustments relating to prior years.

Our consolidated effective income tax rate for 2015 includes the impact of various discrete tax items, primarily related to a $192.5 million tax benefit associated with rig impairments and an $11.0 million tax benefit resulting from the reduction of a valuation allowance on U.S. foreign tax credits.

Excluding the impact of the aforementioned discrete tax items, our consolidated effective income tax rates for the years ended December 31, 2017, 2016 and 2015 were (96.0)%, 20.3% and 16.0%, respectively. The changes in our consolidated effective income tax rate, excluding discrete tax items, during the three-year period result primarily from changes in the relative components of our earnings from the various taxing jurisdictions in which our drilling rigs are operated and/or owned and differences in tax rates in such taxing jurisdictions.



Our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. As of December 31, 2017, we had $147.6 million of unrecognized tax benefits, of which $139.4 million was included in other liabilities on our consolidated balance sheet and the remaining $8.2 million, which is associated with a tax position taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets. As of December 31, 2016, we had $122.0 million of unrecognized tax benefits, of which $116.3 million was included in other liabilities on our consolidated balance sheet and the remaining $5.7 million, which is associated with a tax position taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets. If recognized, $130.3 million of the $147.6 million unrecognized tax benefits as of December 31, 2017 would impact our consolidated effective income tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2017 and 2016 is as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Balance, beginning of year</td><td>$ 122.0</td><td>$ 140.6</td></tr><tr><td>Increases in unrecognized tax benefits as a result of the Merger</td><td>22.2</td><td>—</td></tr><tr><td>Increases in unrecognized tax benefits as a result of tax positions taken during the current year</td><td>5.4</td><td>7.6</td></tr><tr><td>Increases in unrecognized tax benefits as a result of tax positions taken during prior years</td><td>.7</td><td>4.9</td></tr><tr><td>Settlements with taxing authorities</td><td>(10.2)</td><td>(27.6)</td></tr><tr><td>Lapse of applicable statutes of limitations</td><td>(.4)</td><td>(.2)</td></tr><tr><td>Decreases in unrecognized tax benefits as a result of tax positions taken during prior years</td><td>(.2)</td><td>(.5)</td></tr><tr><td>Impact of foreign currency exchange rates</td><td>8.1</td><td>(2.8)</td></tr><tr><td>Balance, end of year</td><td>$ 147.6</td><td>$ 122.0</td></tr></table>

Accrued interest and penalties totaled $38.6 million and $26.6 million as of December 31, 2017 and 2016, respectively, and were included in other liabilities on our consolidated balance sheets. Accrued interest and penalties included $7.7 million as a result of the Merger as of December 31, 2017. We recognized a net expense of $4.4 million, a net benefit of $3.8 million and a net expense of $3.9 million associated with interest and penalties during the years ended December 31, 2017, 2016 and 2015, respectively. Interest and penalties are included in current income tax expense in our consolidated statements of operations.

Our 2011 and subsequent years remain subject to examination for U.S. federal tax returns. Tax years as early as 2005 remain subject to examination in the other major tax jurisdictions in which we operated.

Statutes of limitations applicable to certain of our tax positions lapsed during 2017, 2016 and 2015, resulting in net income tax benefits, inclusive of interest and penalties, of $1.1 million, $0.6 million and $7.6 million, respectively.

Absent the commencement of examinations by tax authorities, statutes of limitations applicable to certain of our tax positions will lapse during 2018. Therefore, it is reasonably possible that our unrecognized tax benefits will decline during the next 12 months by $3.6 million, inclusive of $1.0 million of accrued interest and penalties, all of which would impact our consolidated effective income tax rate if recognized.

## Intercompany Transfer of Drilling Rigs

In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“Update 2016-16”), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transaction occurs as opposed to deferring tax consequences and amortizing them into future periods. We adopted Update 2016-16 on a modified



retrospective basis effective January 1, 2017. As a result of modified retrospective application, we reduced prepaid taxes on intercompany transfers of property and related deferred tax liabilities resulting in the recognition of a cumulative-effect reduction in retained earnings of $14.1 million on our consolidated balance sheet as of January 1, 2017.

As of December 31, 2016, the unamortized balance associated with deferred charges for income taxes incurred in connection with intercompany transfers of drilling rigs totaled $33.0 million and was included in other assets, net, on our consolidated balance sheet. Current income tax expense for the years ended December 31, 2016 and 2015 included $4.1 million and $2.6 million, respectively, of amortization of income taxes incurred in connection with intercompany transfers of drilling rigs.

As of December 31, 2016, the unamortized balance associated with the deferred tax liability for reversing temporary differences of transferred drilling rigs totaled $18.9 million, respectively, and was included in other liabilities on our consolidated balance sheet. Deferred income tax benefit for the years ended December 31, 2016 and 2015 included benefits of $2.3 million and $1.8 million, respectively, of amortization of deferred reversing temporary differences associated with intercompany transfers of drilling rigs.

## Undistributed Earnings

Dividend income received by Ensco plc from its subsidiaries is exempt from U.K. taxation. We do not provide deferred taxes on undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Each of the subsidiaries for which we maintain such policy has sufficient net assets, liquidity, contract backlog and/or other financial resources available to meet operational and capital investment requirements, which allows us to continue to maintain our policy of reinvesting the undistributed earnings indefinitely.

The deferred foreign income of our U.S. subsidiaries was deemed to be repatriated under U.S. tax reform, and we recognized a $38.5 million tax expense associated with the repatriation on a provisional basis. We are currently analyzing the potential non-U.S. tax liabilities that would arise on an actual repatriation, and we have not changed our prior assertion regarding the foreign earnings of our U.S. subsidiaries. We will record the tax effects of any change in our prior assertion upon completion of our analysis during the measurement period provided in Staff Accounting Bulletin No. 118 and disclose any unrecognized deferred tax liability associated with our assertion, if practicable.

## 11. DISCONTINUED OPERATIONS

Our business strategy has been to focus on ultra-deepwater floater and premium jackup operations and de-emphasize other assets and operations that are not part of our long-term strategic plan or that no longer meet our standards for economic returns. Consistent with this strategy, we sold nine jackup rigs, three dynamically positioned semisubmersible rigs, two moored semisubmersible rigs and two drillships during the three-year period ended December 31, 2017. We are marketing for sale ENSCO 7500, which was classified as held-for-sale in our consolidated financial statements as of December 31, 2017.

Following the Merger, we continue to focus on our fleet management strategy in light of the new composition of our rig fleet and are reviewing our fleet composition as we continue positioning Ensco for the future. As part of this strategy, we may act opportunistically from time to time to monetize assets to enhance shareholder value and improve our liquidity profile, in addition to selling or disposing of older, lower-specification or non-core rigs.

Prior to 2015, individual rig disposals were classified as discontinued operations once the rigs met the criteria to be classified as held-for-sale. The operating results of the rigs through the date the rig was sold as well as the gain or loss on sale were included in results from discontinued operations, net, in our consolidated statement of operations. Net proceeds from the sales of the rigs were included in investing activities of discontinued operations in our consolidated statement of cash flows in the period in which the proceeds were received.



During 2015, we adopted the Financial Accounting Standards Board’s Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("Update 2014-08"). Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. As a result, individual assets that are classified as held-for-sale beginning in 2015 are not reported as discontinued operations and their operating results and gain or loss on sale of these rigs are included in contract drilling expense in our consolidated statements of operations. Rigs that were classified as held-for-sale prior to 2015 continue to be reported as discontinued operations.

During 2014, we committed to a plan to sell various non-core floaters and jackups. The operating results for these rigs and any related gain or loss on sale were included in income (loss) from discontinued operations, net, in our consolidated statements of operations. ENSCO 7500 continues to be actively marketed for sale and was classified as held-for-sale on our December 31, 2017 consolidated balance sheet.

In September 2014, we sold ENSCO 93, a jackup contracted to Pemex. In connection with this sale, we executed a charter agreement with the purchaser to continue operating the rig for the remainder of the Pemex contract, which ended in July 2015, less than one year from the date of sale. Our management services following the sale did not constitute significant ongoing involvement and therefore, the rig's operating results through the term of the contract and loss on sale were included in results from discontinued operations, net, in our consolidated statements of operations.

The following rig sales were included in discontinued operations during the three-year period ended December 31, 2017 (in millions):

<table><tr><td>Rig</td><td>Date of Sale</td><td>Segment(1)</td><td>Net Proceeds</td><td>Net Book Value(2)</td><td>Pre-tax Gain/(Loss)</td></tr><tr><td>ENSCO 90</td><td>June 2017</td><td>Jackups</td><td>$ .3</td><td>$ .3</td><td>—</td></tr><tr><td>ENSCO DS-2</td><td>May 2016</td><td>Floaters</td><td>5.0</td><td>4.0</td><td>1.0</td></tr><tr><td>ENSCO 58</td><td>April 2016</td><td>Jackups</td><td>.7</td><td>.3</td><td>.4</td></tr><tr><td>ENSCO 6000</td><td>April 2016</td><td>Floaters</td><td>.6</td><td>.8</td><td>(.2)</td></tr><tr><td>ENSCO 5001</td><td>December 2015</td><td>Floaters</td><td>2.4</td><td>2.5</td><td>(.1)</td></tr><tr><td>ENSCO 5002</td><td>June 2015</td><td>Floaters</td><td>1.6</td><td>—</td><td>1.6</td></tr><tr><td></td><td></td><td></td><td>$ 10.6</td><td>$ 7.9</td><td>$ 2.7</td></tr></table>

(1) The rigs' operating results were reclassified to discontinued operations in our consolidated statements of operations for each of the years in the three-year period ended December 31, 2017 and 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.

The following table summarizes income (loss) from discontinued operations for each of the years in the three-year period ended December 31, 2017 (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Revenues</td><td>$ —</td><td>$ —</td><td>$ 19.5</td></tr><tr><td>Operating expenses</td><td>1.5</td><td>3.1</td><td>39.5</td></tr><tr><td>Operating loss</td><td>(1.5)</td><td>(3.1)</td><td>(20.0)</td></tr><tr><td>Income tax benefit</td><td>(2.1)</td><td>(10.1)</td><td>(7.7)</td></tr><tr><td>Loss on impairment, net</td><td>—</td><td>—</td><td>(120.6)</td></tr><tr><td>Gain on disposal of discontinued operations, net</td><td>.4</td><td>1.1</td><td>4.3</td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 1.0</td><td>$ 8.1</td><td>$ (128.6)</td></tr></table>



On a quarterly basis, we reassess the fair values of our held-for-sale rigs to determine whether any adjustments to the carrying values are necessary. We recorded a non-cash loss on impairment totaling $120.6 million (net of tax benefits of $28.0 million), for the year ended December 31, 2015, as a result of declines in the estimated fair values of our held-for-sale rigs. The loss on impairment was included in loss from discontinued operations, net, in our consolidated statement of operations for the year ended December 31, 2015. We measured the fair value of held-for-sale rigs by applying a market approach, which was based on an unobservable third-party estimated price that would be received in exchange for the assets in an orderly transaction between market participants.

Income tax benefit from discontinued operations for the years ended December 31, 2017 and 2016 included $2.1 million and $10.2 million of discrete tax benefits, respectively.

Debt and interest expense are not allocated to our discontinued operations.

## 12. COMMITMENTS AND CONTINGENCIES

## Leases

We are obligated under leases for certain of our offices and equipment. Rental expense relating to operating leases was $29.0 million, $32.6 million and $50.9 million during the years ended December 31, 2017, 2016 and 2015, respectively. Future minimum rental payments under our noncancelable operating lease obligations are as follows: $22.6 million during 2018; $15.3 million during 2019; $11.7 million during 2020; $10.5 million during 2021; $10.8 million during 2022 and $24.6 million thereafter.

## Capital Commitments

The following table summarizes the cumulative amount of contractual payments made as of December 31, 2017 for our rigs under construction and estimated timing of our remaining contractual payments (in millions):

<table><tr><td></td><td colspan="2">Cumulative Paid \( ^{(1)} \)</td><td colspan="2">2018 and 2019</td><td colspan="2">2020 and 2021</td><td colspan="2">Thereafter</td><td>Total \( ^{(2)} \)</td></tr><tr><td>ENSCO 123 \( ^{(3)} \)</td><td>$</td><td>67.1</td><td>$</td><td>218.3</td><td>$</td><td>—</td><td>$</td><td>—</td><td>285.4</td></tr><tr><td>ENSCO DS-14 \( ^{(4)} \)</td><td></td><td>—</td><td></td><td>15.0</td><td></td><td>165.0</td><td></td><td>—</td><td>180.0</td></tr><tr><td>ENSCO DS-13 \( ^{(4)} \)</td><td></td><td>—</td><td></td><td>83.9</td><td></td><td>—</td><td></td><td>—</td><td>83.9</td></tr><tr><td></td><td>$</td><td>67.1</td><td>$</td><td>317.2</td><td>$</td><td>165.0</td><td>$</td><td>—</td><td>549.3</td></tr></table>

(1) Cumulative paid represents the aggregate amount of contractual payments made from commencement of the construction agreement through December 31, 2017. Contractual payments made by Atwood prior to the Merger for ENSCO DS-13 (formerly Atwood Admiral) and ENSCO DS-14 (formerly Atwood Archer) are excluded.

(2) Total commitments are based on fixed-price shipyard construction contracts, exclusive of costs associated with commissioning, systems integration testing, project management, holding costs and interest.

(3) In January 2018, we paid $207.4 million of the $218.3 million unpaid balance. The remaining $10.9 million is due upon delivery. The $207.4 million milestone payment was invoiced and included in accounts payable - trade as of December 31, 2017 on our consolidated balance sheet.

(4) The remaining milestone payments for ENSCO DS-13 and ENSCO DS-14 bear interest at a rate of 4.5% per annum, which accrues during the holding period until delivery. Delivery is scheduled for September 2019 and June 2020 for ENSCO DS-13 and ENSCO DS-14, respectively. Upon delivery, the remaining milestone payments and accrued interest thereon may be financed through a promissory note with the shipyard for each rig. The promissory notes will bear interest at a rate of 5% per annum with a maturity date of December 31, 2022 and will be secured by a mortgage on each respective rig. The remaining milestone payments for ENSCO



DS-13 and ENSCO DS-14 are included in the table above in the period in which we expect to take delivery of the rig. However, we may elect to execute the promissory notes and defer payment until December 2022.

The actual timing of these expenditures may vary based on the completion of various construction milestones, which are, to a large extent, beyond our control.

## Brazil Internal Investigation

Pride International LLC, formerly Pride International, Inc. (“Pride”), a company we acquired in 2011, commenced drilling operations in Brazil in 2001. In 2008, Pride entered into a drilling services agreement with Petrobras (the "DSA") for ENSCO DS-5, a drillship ordered from Samsung Heavy Industries, a shipyard in South Korea ("SHI"). Beginning in 2006, Pride conducted periodic compliance reviews of its business with Petrobras, and, after the acquisition of Pride, Ensco conducted similar compliance reviews.

We commenced a compliance review in early 2015 after the release of media reports regarding ongoing investigations of various kickback and bribery schemes in Brazil involving Petrobras. While conducting our compliance review, we became aware of an internal audit report by Petrobras alleging irregularities in relation to the DSA. Upon learning of the Petrobras internal audit report, our Audit Committee appointed independent counsel to lead an investigation into the alleged irregularities. Further, in June and July 2015, we voluntarily contacted the SEC and the DOJ, respectively, to advise them of this matter and of our Audit Committee’s investigation. Independent counsel, under the direction of our Audit Committee, has substantially completed its investigation by reviewing and analyzing available documents and correspondence and interviewing current and former employees involved in the DSA negotiations and the negotiation of the ENSCO DS-5 construction contract with SHI (the "DS-5 Construction Contract").

To date, our Audit Committee has found no credible evidence that Pride or Ensco or any of their current or former employees were aware of or involved in any wrongdoing, and our Audit Committee has found no credible evidence linking Ensco or Pride to any illegal acts committed by our former marketing consultant who provided services to Pride and Ensco in connection with the DSA. We, through independent counsel, have continued to cooperate with the SEC and DOJ, including providing detailed briefings regarding our investigation and findings and responding to inquiries as they arise. We entered into a one-year tolling agreement with the DOJ that expired in December 2016. We extended our tolling agreement with the SEC for 12 months until March 2018.

Subsequent to initiating our Audit Committee investigation, Brazilian court documents connected to the prosecution of former Petrobras directors and employees as well as certain other third parties, including our former marketing consultant, referenced the alleged irregularities cited in the Petrobras internal audit report. Our former marketing consultant has entered into a plea agreement with the Brazilian authorities. On January 10, 2016, Brazilian authorities filed an indictment against a former Petrobras director. This indictment states that the former Petrobras director received bribes paid out of proceeds from a brokerage agreement entered into for purposes of intermediating a drillship construction contract between SHI and Pride, which we believe to be the DS-5 Construction Contract. The parties to the brokerage agreement were a company affiliated with a person acting on behalf of the former Petrobras director, a company affiliated with our former marketing consultant, and SHI. The indictment alleges that amounts paid by SHI under the brokerage agreement ultimately were used to pay bribes to the former Petrobras director. The indictment does not state that Pride or Ensco or any of their current or former employees were involved in the bribery scheme or had any knowledge of the bribery scheme.

On January 4, 2016, we received a notice from Petrobras declaring the DSA void effective immediately. Petrobras’ notice alleges that our former marketing consultant both received and procured improper payments from SHI for employees of Petrobras and that Pride had knowledge of this activity and assisted in the procurement of and/or facilitated these improper payments. We disagree with Petrobras’ allegations. See "DSA Dispute" below for additional information.



In August 2017, one of our Brazilian subsidiaries was contacted by the Office of the Attorney General for the Brazilian state of Paraná in connection with a criminal investigation procedure initiated against agents of both SHI and Pride in relation to the DSA. The Brazilian authorities requested information regarding our compliance program and the findings of our internal investigations. We are cooperating with the Office of the Attorney General and have provided documents in response to their request. We cannot predict the scope or ultimate outcome of this procedure or whether any other governmental authority will open an investigation into Pride’s involvement in this matter, or if a proceeding were opened, the scope or ultimate outcome of any such investigation. If the SEC or DOJ determines that violations of the FCPA have occurred, or if any governmental authority determines that we have violated applicable anti-bribery laws, they could seek civil and criminal sanctions, including monetary penalties, against us, as well as changes to our business practices and compliance programs, any of which could have a material adverse effect on our business and financial condition. Although our internal investigation is substantially complete, we cannot predict whether any additional allegations will be made or whether any additional facts relevant to the investigation will be uncovered during the course of the investigation and what impact those allegations and additional facts will have on the timing or conclusions of the investigation. Our Audit Committee will examine any such additional allegations and additional facts and the circumstances surrounding them.

## DSA Dispute

As described above, on January 4, 2016, Petrobras sent a notice to us declaring the DSA void effective immediately, reserving its rights and stating its intention to seek any restitution to which it may be entitled. We disagree with Petrobras' declaration that the DSA is void. We believe that Petrobras repudiated the DSA and have therefore accepted the DSA as terminated on April 8, 2016 (the "Termination Date"). At this time, we cannot reasonably determine the validity of Petrobras' claim or the range of our potential exposure, if any. As a result, there can be no assurance as to how this dispute will ultimately be resolved.

We did not recognize revenue for amounts owed to us under the DSA from the beginning of the fourth quarter of 2015 through the Termination Date, as we concluded that collectability of these amounts was not reasonably assured. Additionally, our receivables from Petrobras related to the DSA from prior to the fourth quarter of 2015 are fully reserved in our consolidated balance sheet as of December 31, 2017 and 2016. In August 2016, we initiated arbitration proceedings in the U.K. against Petrobras seeking payment of all amounts owed to us under the DSA, in addition to any other amounts to which we are entitled, and intend to vigorously pursue our claims. Petrobras subsequently filed a counterclaim seeking restitution of certain sums paid under the DSA less value received by Petrobras under the DSA. There can be no assurance as to how this arbitration proceeding will ultimately be resolved.

In November 2016, we initiated separate arbitration proceedings in the U.K. against SHI for any losses we incur in connection with the foregoing Petrobras arbitration. SHI subsequently filed a statement of defense disputing our claim. In January 2018, the arbitration tribunal for the SHI matter issued an award on liability fully in Enso's favor. SHI is liable to us for $10 million or damages that we can prove. As the losses suffered by us will depend in part on the outcome of the Petrobras arbitration described above, the amount of damages to be paid by SHI will be determined after the conclusion of the Petrobras arbitration. We are unable to estimate the ultimate outcome of recovery for damages at this time.

## Other Matters

In addition to the foregoing, we are named defendants or parties in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results and cash flows.



In the ordinary course of business with customers and others, we have entered into letters of credit to guarantee our performance as it relates to our drilling contracts, contract bidding, customs duties, tax appeals and other obligations in various jurisdictions. Letters of credit outstanding as of December 31, 2017 totaled $75.7 million and are issued under facilities provided by various banks and other financial institutions. Obligations under these letters of credit and surety bonds are not normally called, as we typically comply with the underlying performance requirement. As of December 31, 2017, we had not been required to make collateral deposits with respect to these agreements.

## 13. SEGMENT INFORMATION

Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third-parties. Our two reportable segments, Floaters and Jackups, provide one service, contract drilling.

Segment information for each of the years in the three-year period ended December 31, 2017 is presented below (in millions). General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income and were included in "Reconciling Items." We measure segment assets as property and equipment.

Year Ended December 31, 2017

<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td>Other</td><td>Operating Segments Total</td><td>Reconciling Items</td><td>Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>1,143.5</td><td>$</td><td>640.3</td><td>$</td><td>59.2</td><td>$</td><td>—</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>624.2</td><td></td><td>512.1</td><td></td><td>53.2</td><td>1,189.5</td><td>—</td></tr><tr><td>Loss on impairment</td><td></td><td>174.7</td><td></td><td>8.2</td><td></td><td>—</td><td>182.9</td><td>—</td></tr><tr><td>Depreciation</td><td></td><td>297.4</td><td></td><td>131.5</td><td></td><td>—</td><td>428.9</td><td>15.9</td></tr><tr><td>General and administrative</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td>—</td><td>157.8</td></tr><tr><td>Operating income</td><td>$</td><td>47.2</td><td>$</td><td>(11.5)</td><td>$</td><td>6.0</td><td>$</td><td>(173.7)</td></tr><tr><td>Property and equipment, net</td><td>$</td><td>9,650.9</td><td>$</td><td>3,177.6</td><td>$</td><td>—</td><td>$</td><td>12,828.5</td></tr><tr><td>Capital expenditures</td><td>$</td><td>470.3</td><td>$</td><td>62.1</td><td>$</td><td>—</td><td>$</td><td>532.4</td></tr></table>

Year Ended December 31, 2016

<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td>Other</td><td>Operating Segments Total</td><td>Reconciling Items</td><td>Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>1,771.1</td><td>$</td><td>929.5</td><td>$</td><td>75.8</td><td>$</td><td>—</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>725.0</td><td></td><td>516.8</td><td></td><td>59.2</td><td>1,301.0</td><td>—</td></tr><tr><td>Depreciation</td><td></td><td>304.1</td><td></td><td>123.7</td><td></td><td>—</td><td>427.8</td><td>17.5</td></tr><tr><td>General and administrative</td><td></td><td>—</td><td></td><td>—</td><td></td><td>—</td><td>—</td><td>100.8</td></tr><tr><td>Operating income (loss)</td><td>$</td><td>742.0</td><td>$</td><td>289.0</td><td>$</td><td>16.6</td><td>$</td><td>(118.3)</td></tr><tr><td>Property and equipment, net</td><td>$</td><td>8,300.4</td><td>$</td><td>2,561.0</td><td>$</td><td>—</td><td>$</td><td>10,861.4</td></tr><tr><td>Capital expenditures</td><td>$</td><td>110.3</td><td>$</td><td>206.2</td><td>$</td><td>—</td><td>$</td><td>316.5</td></tr></table>



<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td>Other</td><td>Operating Segments Total</td><td>Reconciling Items</td><td>Consolidated Total</td></tr><tr><td>Revenues</td><td>$     2,466.0</td><td>$     1,445.6</td><td>$     151.8</td><td>$     4,063.4</td><td>$     4,063.4</td><td>$     4,063.4</td><td>$     4,063.4</td><td></td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>1,052.8</td><td>693.5</td><td>123.3</td><td>1,869.6</td><td>—</td><td>—</td><td>1,869.6</td><td></td></tr><tr><td>Loss on impairment</td><td>1,778.4</td><td>968.0</td><td></td><td>2,746.4</td><td>—</td><td>—</td><td>2,746.4</td><td></td></tr><tr><td>Depreciation</td><td>382.4</td><td>175.7</td><td>—</td><td>558.1</td><td>14.4</td><td>572.5</td><td>572.5</td><td></td></tr><tr><td>General and administrative</td><td>—</td><td>—</td><td>—</td><td>—</td><td>118.4</td><td>118.4</td><td>118.4</td><td></td></tr><tr><td>Operating income (loss)</td><td>$      (747.6)</td><td>$      (391.6)</td><td>$     28.5</td><td>$      (1,110.7)</td><td>$      (132.8)</td><td>$      (1,243.5)</td><td></td><td></td></tr><tr><td>Property and equipment, net</td><td>$     8,535.6</td><td>$     2,481.2</td><td>$      —</td><td>$     11,016.8</td><td>$     71.0</td><td>$     11,087.8</td><td></td><td></td></tr><tr><td>Capital expenditures</td><td>$     1,176.6</td><td>$     434.7</td><td>$      —</td><td>$     1,611.3</td><td>$     8.2</td><td>$     1,619.5</td><td></td><td></td></tr></table>

Information about Geographic Areas

As of December 31, 2017, our Floaters segment consisted of ten drillings, ten dynamically positioned semisubmersible rigs and four moored semisubmersible rigs deployed in various locations. Additionally, our Floaters segment included two ultra-deepwater drillings under construction in South Korea and one semisubmersible rig held-for-sale. Our Jackups segment consisted of 38 jackup rigs, of which 37 were deployed in various locations and one was under construction in Singapore.

As of December 31, 2017, the geographic distribution of our drilling rigs by operating segment was as follows:

<table><tr><td></td><td>Floaters</td><td>Jackups</td><td>Total</td></tr><tr><td>North &amp; South America</td><td>8</td><td>6</td><td>14</td></tr><tr><td>Europe &amp; the Mediterranean</td><td>6</td><td>12</td><td>18</td></tr><tr><td>Middle East &amp; Africa</td><td>4</td><td>11</td><td>15</td></tr><tr><td>Asia &amp; Pacific Rim</td><td>6</td><td>8</td><td>14</td></tr><tr><td>Asia &amp; Pacific Rim (under construction)</td><td>2</td><td>1</td><td>3</td></tr><tr><td>Held-For-Sale</td><td>1</td><td>—</td><td>1</td></tr><tr><td>Total</td><td>27</td><td>38</td><td>65</td></tr></table>

We provide management services on two rigs owned by third-parties not included in the table above.

For purposes of our long-lived asset geographic disclosure, we attribute assets to the geographic location of the drilling rig as of the end of the applicable year. For new construction projects, assets are attributed to the location of future operation if known or to the location of construction if the ultimate location of operation is undetermined.



Information by country for those countries that account for more than 10% of our long-lived assets as well as the United Kingdom, our country of domicile, was as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">Long-lived Assets</td></tr><tr><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Singapore</td><td>$ 2,859.3</td><td>$ 1,388.4</td><td>$ 832.9</td></tr><tr><td>United States</td><td>2,764.9</td><td>2,898.3</td><td>4,731.8</td></tr><tr><td>Spain</td><td>2,004.2</td><td>2,334.5</td><td>757.0</td></tr><tr><td>Angola</td><td>795.9</td><td>821.7</td><td>1,471.1</td></tr><tr><td>United Kingdom</td><td>609.4</td><td>409.0</td><td>462.4</td></tr><tr><td>Other countries</td><td>3,840.0</td><td>3,067.4</td><td>2,832.6</td></tr><tr><td>Total</td><td>$ 12,873.7</td><td>$ 10,919.3</td><td>$ 11,087.8</td></tr></table>

## 14. SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Balance Sheet Information

Accounts receivable, net, as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Trade</td><td>$ 335.4</td><td>$ 358.4</td></tr><tr><td>Other</td><td>33.6</td><td>24.5</td></tr><tr><td></td><td>369.0</td><td>382.9</td></tr><tr><td>Allowance for doubtful accounts</td><td>(23.6)</td><td>(21.9)</td></tr><tr><td></td><td>$ 345.4</td><td>$ 361.0</td></tr></table>

Other current assets as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Inventory</td><td>$ 278.8</td><td>$ 225.2</td></tr><tr><td>Prepaid taxes</td><td>43.5</td><td>30.7</td></tr><tr><td>Deferred costs</td><td>29.7</td><td>32.4</td></tr><tr><td>Prepaid expenses</td><td>14.2</td><td>7.9</td></tr><tr><td>Other</td><td>15.0</td><td>19.8</td></tr><tr><td></td><td>$ 381.2</td><td>$ 316.0</td></tr></table>

Other assets, net, as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Deferred tax assets</td><td>$ 38.8</td><td>$ 69.3</td></tr><tr><td>Deferred costs</td><td>37.4</td><td>35.7</td></tr><tr><td>Supplemental executive retirement plan assets</td><td>30.9</td><td>27.7</td></tr><tr><td>Intangible assets</td><td>15.7</td><td>0.3</td></tr><tr><td>Prepaid taxes on intercompany transfers of property</td><td>—</td><td>33.0</td></tr><tr><td>Other</td><td>17.4</td><td>9.9</td></tr><tr><td></td><td>$ 140.2</td><td>$ 175.9</td></tr></table>



Accrued liabilities and other as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Personnel costs</td><td>$ 112.0</td><td>$ 124.0</td></tr><tr><td>Accrued interest</td><td>83.1</td><td>71.7</td></tr><tr><td>Deferred revenue</td><td>73.0</td><td>116.7</td></tr><tr><td>Taxes</td><td>46.4</td><td>40.7</td></tr><tr><td>Derivative liabilities</td><td>.4</td><td>12.7</td></tr><tr><td>Other</td><td>11.0</td><td>10.8</td></tr><tr><td></td><td>$ 325.9</td><td>$ 376.6</td></tr></table>

Other liabilities as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Unrecognized tax benefits (inclusive of interest and penalties)</td><td>$ 178.0</td><td>$ 142.9</td></tr><tr><td>Intangible liabilities</td><td>59.6</td><td>—</td></tr><tr><td>Deferred revenue</td><td>51.2</td><td>120.9</td></tr><tr><td>Supplemental executive retirement plan liabilities</td><td>32.0</td><td>28.9</td></tr><tr><td>Deferred tax liabilities</td><td>18.5</td><td>5.2</td></tr><tr><td>Personnel costs</td><td>18.1</td><td>13.5</td></tr><tr><td>Deferred rent</td><td>17.1</td><td>9.4</td></tr><tr><td>Other</td><td>12.2</td><td>1.7</td></tr><tr><td></td><td>$ 386.7</td><td>$ 322.5</td></tr></table>

Accumulated other comprehensive income as of December 31, 2017 and 2016 consisted of the following (in millions):

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Derivative instruments</td><td>$ 22.5</td><td>$ 13.6</td></tr><tr><td>Currency translation adjustment</td><td>7.8</td><td>7.6</td></tr><tr><td>Other</td><td>(1.7)</td><td>(2.2)</td></tr><tr><td></td><td>$ 28.6</td><td>$ 19.0</td></tr></table>

Consolidated Statement of Operations Information

Repair and maintenance expense related to continuing operations for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Repair and maintenance expense</td><td>$ 188.7</td><td>$ 151.1</td><td>$ 270.1</td></tr></table>

Consolidated Statement of Cash Flows Information

Net cash provided by operating activities of continuing operations attributable to the net change in operating assets and liabilities for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Decrease in accounts receivable</td><td>$ 83.2</td><td>$ 222.4</td><td>$ 246.1</td></tr><tr><td>(Increase) decrease in other assets</td><td>(14.0)</td><td>44.0</td><td>25.7</td></tr><tr><td>Decrease in liabilities</td><td>(3.8)</td><td>(125.8)</td><td>(158.3)</td></tr><tr><td></td><td>$ 65.4</td><td>$ 140.6</td><td>$ 113.5</td></tr></table>



During 2017, the net change in operating assets and liabilities declined by $75.2 million as compared to the prior year. The net change during 2017 was primarily due to a decline in accounts receivable due to lower revenues from contract drilling services, partially offset by an increase in prepaid taxes primarily due to the U.S. tax reform and a decline in liabilities related to lower operating levels across the fleet.

During 2016, the net change in operating assets and liabilities increased by $27.1 million as compared to the prior year. The net change during 2016 was primarily due to a decline in accounts receivable related to lower revenues from contract drilling services and a decline in prepaid taxes and other assets due to collections during the year, partially offset by a decline in liabilities related to lower operating levels across the fleet.

Cash paid for interest and income taxes for each of the years in the three-year period ended December 31, 2017 was as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Interest, net of amounts capitalized</td><td>$ 199.8</td><td>$ 264.8</td><td>$ 249.3</td></tr><tr><td>Income taxes</td><td>62.8</td><td>56.4</td><td>97.3</td></tr></table>

Capitalized interest totaled $72.5 million, $45.7 million and $87.4 million during the years ended December 31, 2017, 2016 and 2015, respectively. Capital expenditure accruals totaling $234.3 million, $11.5 million and $60.9 million for the years ended December 31, 2017, 2016 and 2015, respectively, were excluded from investing activities in our consolidated statements of cash flows. In January 2018, we paid $207.4 million of the $218.3 million unpaid balance for ENSCO 123. The $207.4 million milestone payment was invoiced and included in accounts payable - trade as of December 31, 2017 on our consolidated balance sheet.

Amortization, net, includes amortization of deferred mobilization revenues and costs, deferred capital upgrade revenues, intangible amortization and other amortization.

Other includes amortization of debt discounts and premiums, deferred financing costs, deferred charges for income taxes incurred on intercompany transfers of drilling rigs and other items.

## Concentration of Risk

We are exposed to credit risk relating to our receivables from customers, our cash and cash equivalents and investments and our use of derivatives in connection with the management of foreign currency exchange rate risk. We mitigate our credit risk relating to receivables from customers, which consist primarily of major international, government-owned and independent oil and gas companies, by performing ongoing credit evaluations. We also maintain reserves for potential credit losses, which generally have been within our expectations. We mitigate our credit risk relating to cash and investments by focusing on diversification and quality of instruments. Cash equivalents and short-term investments consist of a portfolio of high-grade instruments. Custody of cash and cash equivalents and short-term investments is maintained at several well-capitalized financial institutions, and we monitor the financial condition of those financial institutions.

We mitigate our credit risk relating to counterparties of our derivatives through a variety of techniques, including transacting with multiple, high-quality financial institutions, thereby limiting our exposure to individual counterparties and by entering into ISDA Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. See "Note 6 - Derivative Instruments" for additional information on our derivative activity.

The terms of the ISDA agreements may also include credit support requirements, cross default provisions, termination events or set-off provisions. Legally enforceable master netting agreements reduce credit risk by providing protection in bankruptcy in certain circumstances and generally permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.



Consolidated revenues by customer for the years ended December 31, 2017, 2016 and 2015 were as follows:

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Total \( ^{(1)} \)</td><td>22%</td><td>13%</td><td>9%</td></tr><tr><td>BP \( ^{(2)} \)</td><td>15%</td><td>12%</td><td>18%</td></tr><tr><td>Petrobras \( ^{(3)} \)</td><td>11%</td><td>9%</td><td>14%</td></tr><tr><td>Other</td><td>52%</td><td>66%</td><td>59%</td></tr><tr><td></td><td>100%</td><td>100%</td><td>100%</td></tr></table>

(1) For the years ended December 31, 2017, 2016 and 2015, all Total revenues were attributable to the Floater segment.

(2) For the years ended December 31, 2017 and 2015, 78% and 81%, respectively, of the revenues provided by BP were attributable to our Floaters segment and the remaining revenues were attributable to our Other segment. 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 year ended December 31, 2015, excluding the impact of ENSCO DS-4 lump-sum termination payments of $110.6 million, revenues from BP represented 15% of total revenue.

(3) For the years ended December 31, 2017, 2016 and 2015, all Petrobras revenues were attributable to our Floaters segment.

For purposes of our geographic disclosure, we attribute revenues to the geographic location where such revenues are earned. Consolidated revenues by region, including the United Kingdom, our country of domicile, for the years ended December 31, 2017, 2016 and 2015 were as follows (in millions):

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Angola(1)</td><td>$ 445.7</td><td>$ 552.1</td><td>$ 586.5</td></tr><tr><td>Egypt(2)</td><td>214.8</td><td>141.2</td><td>—</td></tr><tr><td>Australia(3)</td><td>206.7</td><td>222.8</td><td>223.2</td></tr><tr><td>Brazil(2)</td><td>196.2</td><td>298.0</td><td>468.5</td></tr><tr><td>Saudi Arabia(4)</td><td>171.8</td><td>210.6</td><td>255.2</td></tr><tr><td>United Kingdom(4)</td><td>164.6</td><td>246.2</td><td>400.7</td></tr><tr><td>U.S. Gulf of Mexico(5)</td><td>149.8</td><td>531.7</td><td>1,151.5</td></tr><tr><td>Other</td><td>293.4</td><td>573.8</td><td>977.8</td></tr><tr><td></td><td>$ 1,843.0</td><td>$ 2,776.4</td><td>$ 4,063.4</td></tr></table>

(1) For the years ended December 31, 2017, 2016 and 2015, 88%, 87% and 88% 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, 2017, 2016 and 2015, all revenues were attributable to our Floaters segment.

(3) For the years ended December 31, 2017, 2016 and 2015, 87%, 95% and 100% of the revenues earned in Australia, respectively, were attributable to our Floaters segment with the remaining revenues attributable to our Jackups segment.

(4) For the years ended December 31, 2017, 2016 and 2015, all revenues were attributable to our Jackups segment.



 \( ^{(5)} \)  For the years ended December 31, 2017, 2016 and 2015, 29%, 82% and 86% of the revenues earned in the U.S. Gulf of Mexico, respectively, were attributable to our Floaters segment. For the years ended December 31, 2017, 2016 and 2015, 31%, 7% and 9% of revenues were attributable to our Jackups segment.

## 15. GUARANTEE OF REGISTERED SECURITIES

In connection with the Pride acquisition, Ensco plc and Pride entered into a supplemental indenture to the indenture dated as of July 1, 2004 between Pride and the Bank of New York Mellon, as indenture trustee, providing for, among other matters, the full and unconditional guarantee by Ensco plc of Pride’s 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 7.875% senior notes due 2040, which had an aggregate outstanding principal balance of $1.0 billion as of December 31, 2017. The Ensco plc guarantee provides for the unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the notes.

Ensco plc is also a full and unconditional guarantor of the 7.2% Debentures due 2027 issued by Ensco International Incorporated in November 1997, which had an aggregate outstanding principal balance of $150.0 million as of December 31, 2017.

Pride International LLC (formerly Pride International, Inc.) and Ensco International Incorporated are 100% owned subsidiaries of Ensco plc. All guarantees are unsecured obligations of Ensco plc ranking equal in right of payment with all of its existing and future unsecured and unsubordinated indebtedness.

The following tables present our condensed consolidating statements of operations for each of the years in the three-year period ended December 31, 2017; our condensed consolidating statements of comprehensive income (loss) for each of the years in the three-year period ended December 31, 2017; or our condensed consolidating balance sheets as of December 31, 2017 and 2016; and our condensed consolidating statements of cash flows for each of the years in the three-year period ended December 31, 2017, in accordance with Rule 3-10 of Regulation S-X.



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2017
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING REVENUES</td><td>$ 52.9</td><td>$ 163.3</td><td>$ —</td><td>$ 1,941.2</td><td>$ (314.4)</td><td>$ 1,843.0</td></tr><tr><td>OPERATING EXPENSES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>50.0</td><td>149.9</td><td>—</td><td>1,304.0</td><td>(314.4)</td><td>1,189.5</td></tr><tr><td>Loss on impairment</td><td>—</td><td>—</td><td>—</td><td>182.9</td><td>—</td><td>182.9</td></tr><tr><td>Depreciation</td><td>—</td><td>15.9</td><td>—</td><td>428.9</td><td>—</td><td>444.8</td></tr><tr><td>General and administrative</td><td>45.4</td><td>50.8</td><td>—</td><td>61.6</td><td>—</td><td>157.8</td></tr><tr><td>OPERATING LOSS</td><td>(42.5)</td><td>(53.3)</td><td>—</td><td>(36.2)</td><td>—</td><td>(132.0)</td></tr><tr><td>OTHER INCOME (EXPENSE), NET</td><td>(6.8)</td><td>(110.5)</td><td>(71.7)</td><td>110.5</td><td>14.5</td><td>(64.0)</td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>(49.3)</td><td>(163.8)</td><td>(71.7)</td><td>74.3</td><td>14.5</td><td>(196.0)</td></tr><tr><td>INCOME TAX EXPENSE</td><td>—</td><td>45.0</td><td>—</td><td>64.2</td><td>—</td><td>109.2</td></tr><tr><td>DISCONTINUED OPERATIONS, NET</td><td>—</td><td>—</td><td>—</td><td>1.0</td><td>—</td><td>1.0</td></tr><tr><td>EQUITY EARNINGS IN AFFILIATES, NET OF TAX</td><td>(254.4)</td><td>129.6</td><td>84.2</td><td>—</td><td>40.6</td><td>—</td></tr><tr><td>NET INCOME (LOSS)</td><td>(303.7)</td><td>(79.2)</td><td>12.5</td><td>11.1</td><td>55.1</td><td>(304.2)</td></tr><tr><td>NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>.5</td><td>—</td><td>.5</td></tr><tr><td>NET INCOME (LOSS)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>ATTRIBUTABLE TO ENSCO</td><td>$ (303.7)</td><td>$ (79.2)</td><td>$ 12.5</td><td>$ 11.6</td><td>$ 55.1</td><td>$ (303.7)</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2016
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING REVENUES</td><td>$ 27.9</td><td>$ 144.4</td><td>$ —</td><td>$ 2,897.4</td><td>$ (293.3)</td><td>$ 2,776.4</td></tr><tr><td>OPERATING EXPENSES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>27.3</td><td>144.8</td><td>.1</td><td>1,422.1</td><td>(293.3)</td><td>1,301.0</td></tr><tr><td>Depreciation</td><td>—</td><td>17.2</td><td>.4</td><td>427.7</td><td>—</td><td>445.3</td></tr><tr><td>General and administrative</td><td>36.2</td><td>.2</td><td>—</td><td>64.4</td><td>—</td><td>100.8</td></tr><tr><td>OPERATING INCOME (LOSS)</td><td>(35.6)</td><td>(17.8)</td><td>(0.5)</td><td>983.2</td><td>—</td><td>929.3</td></tr><tr><td>OTHER INCOME (EXPENSE), NET</td><td>152.9</td><td>(79.0)</td><td>(76.6)</td><td>7.8</td><td>63.1</td><td>68.2</td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>117.3</td><td>(96.8)</td><td>(77.1)</td><td>991.0</td><td>63.1</td><td>997.5</td></tr><tr><td>INCOME TAX EXPENSE (BENEFIT)</td><td>—</td><td>.7</td><td>(.6)</td><td>108.4</td><td>—</td><td>108.5</td></tr><tr><td>DISCONTINUED OPERATIONS, NET</td><td>—</td><td>—</td><td>—</td><td>8.1</td><td>—</td><td>8.1</td></tr><tr><td>EQUITY EARNINGS IN AFFILIATES, NET OF TAX</td><td>772.9</td><td>205.7</td><td>125.7</td><td>—</td><td>(1,104.3)</td><td>—</td></tr><tr><td>NET INCOME</td><td>890.2</td><td>108.2</td><td>49.2</td><td>890.7</td><td>(1,041.2)</td><td>897.1</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(6.9)</td><td>—</td><td>(6.9)</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO ENSCO</td><td>$ 890.2</td><td>$ 108.2</td><td>$ 49.2</td><td>$ 883.8</td><td>$ (1,041.2)</td><td>$ 890.2</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2015
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCo International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensko</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING REVENUES</td><td>$ 31.7</td><td>$ 163.5</td><td>$ —</td><td>$ 4,199.4</td><td>$ (331.2)</td><td>$ 4,063.4</td></tr><tr><td>OPERATING EXPENSES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>29.2</td><td>163.5</td><td>—</td><td>2,008.1</td><td>(331.2)</td><td>1,869.6</td></tr><tr><td>Loss on impairment</td><td>—</td><td>—</td><td>—</td><td>2,746.4</td><td>—</td><td>2,746.4</td></tr><tr><td>Depreciation</td><td>.1</td><td>13.8</td><td>—</td><td>558.6</td><td>—</td><td>572.5</td></tr><tr><td>General and administrative</td><td>51.5</td><td>.2</td><td>—</td><td>66.7</td><td>—</td><td>118.4</td></tr><tr><td>OPERATING LOSS</td><td>(49.1)</td><td>(14.0)</td><td>—</td><td>(1,180.4)</td><td>—</td><td>(1,243.5)</td></tr><tr><td>OTHER INCOME (EXPENSE), NET</td><td>(169.5)</td><td>(28.6)</td><td>(71.5)</td><td>41.9</td><td>—</td><td>(227.7)</td></tr><tr><td>LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>(218.6)</td><td>(42.6)</td><td>(71.5)</td><td>(1,138.5)</td><td>—</td><td>(1,471.2)</td></tr><tr><td>INCOME TAX EXPENSE (BENEFIT)</td><td>—</td><td>(190.6)</td><td>—</td><td>176.7</td><td>—</td><td>(13.9)</td></tr><tr><td>DISCONTINUED OPERATIONS, NET</td><td>—</td><td>—</td><td>—</td><td>(128.6)</td><td>—</td><td>(128.6)</td></tr><tr><td>EQUITY LOSS IN AFFILIATES, NET OF TAX</td><td>(1,376.2)</td><td>(1,672.8)</td><td>(1,771.5)</td><td>—</td><td>4,820.5</td><td>—</td></tr><tr><td>NET LOSS</td><td>(1,594.8)</td><td>(1,524.8)</td><td>(1,843.0)</td><td>(1,443.8)</td><td>4,820.5</td><td>(1,585.9)</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(8.9)</td><td>—</td><td>(8.9)</td></tr><tr><td>NET LOSS ATTRIBUTABLE TO ENSCO</td><td>$ (1,594.8)</td><td>$ (1,524.8)</td><td>$ (1,843.0)</td><td>$ (1,452.7)</td><td>$ 4,820.5</td><td>$ (1,594.8)</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31, 2017
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-Guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>NET INCOME (LOSS)</td><td>$ (303.7)</td><td>$ (79.2)</td><td>$ 12.5</td><td>$ 11.1</td><td>$ 55.1</td><td>$ (304.2)</td></tr><tr><td>OTHER COMPREHENSIVE INCOME (LOSS), NET</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in fair value of derivatives</td><td>—</td><td>8.5</td><td>—</td><td>—</td><td>—</td><td>8.5</td></tr><tr><td>Reclassification of net losses on derivative instruments from other comprehensive income into net income (loss)</td><td>—</td><td>.4</td><td>—</td><td>—</td><td>—</td><td>.4</td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td><td>.7</td><td>—</td><td>.7</td></tr><tr><td>NET OTHER COMPREHENSIVE INCOME</td><td>—</td><td>8.9</td><td>—</td><td>.7</td><td>—</td><td>9.6</td></tr><tr><td>COMPREHENSIVE INCOME (LOSS)</td><td>(303.7)</td><td>(70.3)</td><td>12.5</td><td>11.8</td><td>55.1</td><td>(294.6)</td></tr><tr><td>COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>.5</td><td>—</td><td>.5</td></tr><tr><td>COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO</td><td>$ (303.7)</td><td>$ (70.3)</td><td>$ 12.5</td><td>$ 12.3</td><td>$ 55.1</td><td>$ (294.1)</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31, 2016
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-Guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>NET INCOME</td><td>$ 890.2</td><td>$ 108.2</td><td>$ 49.2</td><td>$ 890.7</td><td>$ (1,041.2)</td><td>$ 897.1</td></tr><tr><td>OTHER COMPREHENSIVE INCOME (LOSS), NET</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in fair value of derivatives</td><td>—</td><td>(5.4)</td><td>—</td><td>—</td><td>—</td><td>(5.4)</td></tr><tr><td>Reclassification of net losses on derivative instruments from other comprehensive income into net income</td><td>—</td><td>12.4</td><td>—</td><td>—</td><td>—</td><td>12.4</td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td><td>(5)</td><td>—</td><td>(5)</td></tr><tr><td>NET OTHER COMPREHENSIVE INCOME (LOSS)</td><td>—</td><td>7.0</td><td>—</td><td>(5)</td><td>—</td><td>6.5</td></tr><tr><td>COMPREHENSIVE INCOME</td><td>890.2</td><td>115.2</td><td>49.2</td><td>890.2</td><td>(1,041.2)</td><td>903.6</td></tr><tr><td>COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(6.9)</td><td>—</td><td>(6.9)</td></tr><tr><td>COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO</td><td>$ 890.2</td><td>$ 115.2</td><td>$ 49.2</td><td>$ 883.3</td><td>$ (1,041.2)</td><td>$ 896.7</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31, 2015
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-Guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>NET LOSS</td><td>$ (1,594.8)</td><td>$ (1,524.8)</td><td>$ (1,843.0)</td><td>$ (1,443.8)</td><td>$ 4,820.5</td><td>$ (1,585.9)</td></tr><tr><td>OTHER COMPREHENSIVE INCOME (LOSS), NET</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in fair value of derivatives</td><td>—</td><td>(23.6)</td><td>—</td><td>—</td><td>—</td><td>(23.6)</td></tr><tr><td>Reclassification of net gains on derivative instruments from other comprehensive income into net loss</td><td>—</td><td>22.2</td><td>—</td><td>—</td><td>—</td><td>22.2</td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td><td>2.0</td><td>—</td><td>2.0</td></tr><tr><td>NET OTHER COMPREHENSIVE INCOME (LOSS)</td><td>—</td><td>(1.4)</td><td>—</td><td>2.0</td><td>—</td><td>.6</td></tr><tr><td>COMPREHENSIVE LOSS</td><td>(1,594.8)</td><td>(1,526.2)</td><td>(1,843.0)</td><td>(1,441.8)</td><td>4,820.5</td><td>(1,585.3)</td></tr><tr><td>COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(8.9)</td><td>—</td><td>(8.9)</td></tr><tr><td>COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO</td><td>$ (1,594.8)</td><td>$ (1,526.2)</td><td>$ (1,843.0)</td><td>$ (1,450.7)</td><td>$ 4,820.5</td><td>$ (1,594.2)</td></tr></table>



ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2017
(in millions)

<table><tr><td>ASSETS</td><td>Enso plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Enso</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 185.2</td><td>$ —</td><td>$ 25.6</td><td>$ 234.6</td><td>$ —</td><td>$ 445.4</td></tr><tr><td>Short-term investments</td><td>440.0</td><td>—</td><td>—</td><td>—</td><td>—</td><td>440.0</td></tr><tr><td>Accounts receivable, net</td><td>6.9</td><td>.4</td><td>—</td><td>338.1</td><td>—</td><td>345.4</td></tr><tr><td>Accounts receivable from affiliates</td><td>351.8</td><td>492.7</td><td>—</td><td>424.3</td><td>(1,268.8)</td><td>—</td></tr><tr><td>Other</td><td>—</td><td>8.8</td><td>—</td><td>372.4</td><td>—</td><td>381.2</td></tr><tr><td>Total current assets</td><td>983.9</td><td>501.9</td><td>25.6</td><td>1,369.4</td><td>(1,268.8)</td><td>1,612.0</td></tr><tr><td>PROPERTY AND EQUIPMENT, AT COST</td><td>1.8</td><td>120.8</td><td>—</td><td>15,209.5</td><td>—</td><td>15,332.1</td></tr><tr><td>Less accumulated depreciation</td><td>1.8</td><td>77.1</td><td>—</td><td>2,379.5</td><td>—</td><td>2,458.4</td></tr><tr><td>Property and equipment, net</td><td>—</td><td>43.7</td><td>—</td><td>12,830.0</td><td>—</td><td>12,873.7</td></tr><tr><td>DUE FROM AFFILIATES</td><td>3,002.1</td><td>2,618.0</td><td>165.1</td><td>3,736.1</td><td>(9,521.3)</td><td>—</td></tr><tr><td>INVESTMENTS IN AFFILIATES</td><td>9,098.5</td><td>3,591.9</td><td>1,106.6</td><td>—</td><td>(13,797.0)</td><td>—</td></tr><tr><td>OTHER ASSETS, NET</td><td>12.9</td><td>5.0</td><td>—</td><td>226.5</td><td>(104.2)</td><td>140.2</td></tr><tr><td></td><td>$ 13,097.4</td><td>$ 6,760.5</td><td>$ 1,297.3</td><td>$ 18,162.0</td><td>$ (24,691.3)</td><td>$ 14,625.9</td></tr><tr><td colspan="7">LIABILITIES AND SHAREHOLDERS&#x27; EQUITY</td></tr><tr><td>CURRENT LIABILITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Accounts payable and accrued liabilities</td><td>$ 55.4</td><td>$ 39.0</td><td>$ 21.7</td><td>$ 642.4</td><td>$ —</td><td>$ 758.5</td></tr><tr><td>Accounts payable to affiliates</td><td>67.3</td><td>458.3</td><td>12.4</td><td>730.8</td><td>(1,268.8)</td><td>—</td></tr><tr><td>Current maturities of long-term debt</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Total current liabilities</td><td>122.7</td><td>497.3</td><td>34.1</td><td>1,373.2</td><td>(1,268.8)</td><td>758.5</td></tr><tr><td>DUE TO AFFILIATES</td><td>1,402.9</td><td>3,559.2</td><td>753.9</td><td>3,805.3</td><td>(9,521.3)</td><td>—</td></tr><tr><td>LONG-TERM DEBT</td><td>2,841.8</td><td>149.2</td><td>1,106.0</td><td>653.7</td><td>—</td><td>4,750.7</td></tr><tr><td>OTHER LIABILITIES</td><td>—</td><td>3.1</td><td>—</td><td>487.8</td><td>(104.2)</td><td>386.7</td></tr><tr><td>ENSCO SHAREHOLDERS&#x27; EQUITY (DEFICIT)</td><td>8,730.0</td><td>2,551.7</td><td>(596.7)</td><td>11,844.1</td><td>(13,797.0)</td><td>8,732.1</td></tr><tr><td>NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(2.1)</td><td>—</td><td>(2.1)</td></tr><tr><td>Total equity (deficit)</td><td>8,730.0</td><td>2,551.7</td><td>(596.7)</td><td>11,842.0</td><td>(13,797.0)</td><td>8,730.0</td></tr><tr><td></td><td>$ 13,097.4</td><td>$ 6,760.5</td><td>$ 1,297.3</td><td>$ 18,162.0</td><td>$ (24,691.3)</td><td>$ 14,625.9</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
(in millions)

<table><tr><td>ASSETS</td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 892.6</td><td>$ —</td><td>$ 19.8</td><td>$ 247.3</td><td>$ —</td><td>$ 1,159.7</td></tr><tr><td>Short-term investments</td><td>1,165.1</td><td>5.5</td><td>—</td><td>272.0</td><td>—</td><td>1,442.6</td></tr><tr><td>Accounts receivable, net</td><td>6.8</td><td>—</td><td>—</td><td>354.2</td><td>—</td><td>361.0</td></tr><tr><td>Accounts receivable from affiliates</td><td>486.5</td><td>251.2</td><td>—</td><td>152.3</td><td>(890.0)</td><td>—</td></tr><tr><td>Other</td><td>.1</td><td>6.8</td><td>—</td><td>309.1</td><td>—</td><td>316.0</td></tr><tr><td>Total current assets</td><td>2,551.1</td><td>263.5</td><td>19.8</td><td>1,334.9</td><td>(890.0)</td><td>3,279.3</td></tr><tr><td>PROPERTY AND EQUIPMENT, AT COST</td><td>1.8</td><td>121.0</td><td>—</td><td>12,869.7</td><td>—</td><td>12,992.5</td></tr><tr><td>Less accumulated depreciation</td><td>1.8</td><td>63.8</td><td>—</td><td>2,007.6</td><td>—</td><td>2,073.2</td></tr><tr><td>Property and equipment, net</td><td>—</td><td>57.2</td><td>—</td><td>10,862.1</td><td>—</td><td>10,919.3</td></tr><tr><td>DUE FROM AFFILIATES</td><td>1,512.2</td><td>4,513.8</td><td>1,978.8</td><td>7,234.3</td><td>(15,239.1)</td><td>—</td></tr><tr><td>INVESTMENTS IN AFFILIATES</td><td>8,557.7</td><td>3,462.3</td><td>1,061.3</td><td>—</td><td>(13,081.3)</td><td>—</td></tr><tr><td>OTHER ASSETS, NET</td><td>—</td><td>81.5</td><td>—</td><td>181.1</td><td>(86.7)</td><td>175.9</td></tr><tr><td></td><td>$ 12,621.0</td><td>$ 8,378.3</td><td>$ 3,059.9</td><td>$ 19,612.4</td><td>$ (29,297.1)</td><td>$ 14,374.5</td></tr><tr><td colspan="7">LIABILITIES AND SHAREHOLDERS&#x27; EQUITY</td></tr><tr><td>CURRENT LIABILITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Accounts payable and accrued liabilities</td><td>$ 44.1</td><td>$ 45.2</td><td>$ 28.3</td><td>$ 404.9</td><td>$ —</td><td>$ 522.5</td></tr><tr><td>Accounts payable to affiliates</td><td>38.8</td><td>208.4</td><td>5.9</td><td>636.9</td><td>(890.0)</td><td>—</td></tr><tr><td>Current maturities of long-term debt</td><td>187.1</td><td>—</td><td>144.8</td><td></td><td>—</td><td>331.9</td></tr><tr><td>Total current liabilities</td><td>270.0</td><td>253.6</td><td>179.0</td><td>1,041.8</td><td>(890.0)</td><td>854.4</td></tr><tr><td>DUE TO AFFILIATES</td><td>1,375.8</td><td>5,367.6</td><td>2,040.7</td><td>6,455.0</td><td>(15,239.1)</td><td>—</td></tr><tr><td>LONG-TERM DEBT</td><td>2,720.2</td><td>149.2</td><td>1,449.5</td><td>623.7</td><td>—</td><td>4,942.6</td></tr><tr><td>OTHER LIABILITIES</td><td>—</td><td>2.9</td><td></td><td>406.3</td><td>(86.7)</td><td>322.5</td></tr><tr><td>ENSCO SHAREHOLDERS&#x27; EQUITY</td><td>8,255.0</td><td>2,605.0</td><td>(609.3)</td><td>11,081.2</td><td>(13,081.3)</td><td>8,250.6</td></tr><tr><td>NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>4.4</td><td>—</td><td>4.4</td></tr><tr><td>Total equity (deficit)</td><td>8,255.0</td><td>2,605.0</td><td>(609.3)</td><td>11,085.6</td><td>(13,081.3)</td><td>8,255.0</td></tr><tr><td></td><td>$ 12,621.0</td><td>$ 8,378.3</td><td>$ 3,059.9</td><td>$ 19,612.4</td><td>$ (29,297.1)</td><td>$ 14,374.5</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2017
(in millions)

<table><tr><td></td><td>Ensko plc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net cash (used in) provided by operating activities of continuing operations</td><td>$ (18.2)</td><td>$ (117.6)</td><td>$ (100.1)</td><td>$ 495.3</td><td>$ —</td><td>$ 259.4</td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Maturities of short-term investments</td><td>1,748.0</td><td>5.5</td><td>—</td><td>289.0</td><td>—</td><td>2,042.5</td></tr><tr><td>Purchases of short-term investments</td><td>(1,022.9)</td><td>—</td><td>—</td><td>(17.1)</td><td>—</td><td>(1,040.0)</td></tr><tr><td>Purchase of affiliate debt</td><td>(316.3)</td><td>—</td><td>—</td><td>—</td><td>316.3</td><td>—</td></tr><tr><td>Acquisition of Atwood Oceanics, Inc.</td><td>—</td><td>—</td><td>—</td><td>(871.6)</td><td>—</td><td>(871.6)</td></tr><tr><td>Additions to property and equipment</td><td>—</td><td>—</td><td>—</td><td>(536.7)</td><td>—</td><td>(536.7)</td></tr><tr><td>Net proceeds from disposition of assets</td><td>—</td><td>—</td><td>—</td><td>2.8</td><td>—</td><td>2.8</td></tr><tr><td>Net cash (used in) provided by investing activities of continuing operations</td><td>408.8</td><td>5.5</td><td>—</td><td>(1,133.6)</td><td>316.3</td><td>(403.0)</td></tr><tr><td>FINANCING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Advances from (to) affiliates</td><td>(848.9)</td><td>112.1</td><td>105.9</td><td>630.9</td><td>—</td><td>—</td></tr><tr><td>Reduction of long-term borrowings</td><td>(220.7)</td><td>—</td><td>—</td><td>—</td><td>(316.3)</td><td>(537.0)</td></tr><tr><td>Cash dividends paid</td><td>(13.8)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(13.8)</td></tr><tr><td>Debt financing costs</td><td>(12.0)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(12.0)</td></tr><tr><td>Other</td><td>(2.6)</td><td>—</td><td>—</td><td>(5.1)</td><td>—</td><td>(7.7)</td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>(1,098.0)</td><td>112.1</td><td>105.9</td><td>625.8</td><td>(316.3)</td><td>(570.5)</td></tr><tr><td>Net cash used in discontinued operations</td><td>—</td><td>—</td><td>—</td><td>(.8)</td><td>—</td><td>(.8)</td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>—</td><td>—</td><td>—</td><td>.6</td><td>—</td><td>0.6</td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>(707.4)</td><td>—</td><td>5.8</td><td>(12.7)</td><td>—</td><td>(714.3)</td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>892.6</td><td>—</td><td>19.8</td><td>247.3</td><td>—</td><td>1,159.7</td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$ 185.2</td><td>$ —</td><td>$ 25.6</td><td>$ 234.6</td><td>$ —</td><td>$ 445.4</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2016
(in millions)

<table><tr><td></td><td>Enscoplec</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net cash (used in) provided by operating activities of continuing operations</td><td>$ (101.3)</td><td>$ (46.5)</td><td>$ (116.9)</td><td>$ 1,342.1</td><td>$ —</td><td>$ 1,077.4</td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Purchases of short-term investments</td><td>(2,047.1)</td><td>(5.5)</td><td>—</td><td>(422.0)</td><td>—</td><td>(2,474.6)</td></tr><tr><td>Maturities of short-term investments</td><td>2,062.0</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>2,212.0</td></tr><tr><td>Additions to property and equipment</td><td>—</td><td>—</td><td>—</td><td>(322.2)</td><td>—</td><td>(322.2)</td></tr><tr><td>Net proceeds from disposition of assets</td><td>—</td><td>—</td><td>—</td><td>9.8</td><td>—</td><td>9.8</td></tr><tr><td>Purchase of affiliate debt</td><td>(237.9)</td><td>—</td><td>—</td><td>—</td><td>237.9</td><td>—</td></tr><tr><td>Net cash used in investing activities of continuing operations</td><td>(223)</td><td>(5.5)</td><td>—</td><td>(584.4)</td><td>237.9</td><td>(575.0)</td></tr><tr><td>FINANCING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Reduction of long-term borrowings</td><td>(626.0)</td><td>—</td><td>—</td><td>—</td><td>(237.9)</td><td>(863.9)</td></tr><tr><td>Proceeds from debt issuance</td><td>—</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>Proceeds from equity issuance</td><td>585.5</td><td>—</td><td>—</td><td>—</td><td>—</td><td>585.5</td></tr><tr><td>Debt financing costs</td><td>(23.4)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(23.4)</td></tr><tr><td>Cash dividends paid</td><td>(11.6)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(11.6)</td></tr><tr><td>Advances from (to) affiliates</td><td>1,200.6</td><td>52.0</td><td>134.7</td><td>(1,387.3)</td><td>—</td><td>—</td></tr><tr><td>Other</td><td>(2.2)</td><td>—</td><td>—</td><td>(4.9)</td><td>—</td><td>(7.1)</td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>1,122.9</td><td>52.0</td><td>134.7</td><td>(542.7)</td><td>(237.9)</td><td>529.0</td></tr><tr><td>Net cash provided by discontinued operations</td><td>—</td><td>—</td><td>—</td><td>8.4</td><td>—</td><td>8.4</td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>—</td><td>—</td><td>—</td><td>(1.4)</td><td>—</td><td>(1.4)</td></tr><tr><td>INCREASE IN CASH AND CASH EQUIVALENTS</td><td>798.6</td><td>—</td><td>17.8</td><td>222.0</td><td>—</td><td>1,038.4</td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>94.0</td><td>—</td><td>2.0</td><td>25.3</td><td>—</td><td>121.3</td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$ 892.6</td><td>$ —</td><td>$ 19.8</td><td>$ 247.3</td><td>$ —</td><td>$ 1,159.7</td></tr></table>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2015
(in millions)

<table><tr><td></td><td>Enscoplc</td><td>ENSCO International Incorporated</td><td>Pride International LLC</td><td>Other Non-guarantor Subsidiaries of Ensco</td><td>Consolidating Adjustments</td><td>Total</td></tr><tr><td>OPERATING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net cash (used in) provided by operating activities of continuing operations</td><td>$ (71.1)</td><td>$ 2.0</td><td>$ (114.0)</td><td>$ 1,881.0</td><td>$ —</td><td>$ 1,697.9</td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Purchases of short-term investments</td><td>(1,780.0)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(1,780.0)</td></tr><tr><td>Additions to property and equipment</td><td>—</td><td>—</td><td>—</td><td>(1,619.5)</td><td>—</td><td>(1,619.5)</td></tr><tr><td>Maturities of short-term investments</td><td>1,312.0</td><td></td><td>—</td><td>45.3</td><td>—</td><td>1,357.3</td></tr><tr><td>Net proceeds from disposition of assets</td><td>.3</td><td>—</td><td>—</td><td>1.3</td><td>—</td><td>1.6</td></tr><tr><td>Net cash used in investing activities of continuing operations</td><td>(467.7)</td><td>—</td><td>—</td><td>(1,572.9)</td><td>—</td><td>(2,040.6)</td></tr><tr><td>FINANCING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Proceeds from debt issuance</td><td>1,078.7</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,078.7</td></tr><tr><td>Reduction of long-term borrowing</td><td>(1,072.5)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(1,072.5)</td></tr><tr><td>Cash dividends paid</td><td>(141.2)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(141.2)</td></tr><tr><td>Premium paid on redemption of debt</td><td>(30.3)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(30.3)</td></tr><tr><td>Debt financing costs</td><td>(10.5)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(10.5)</td></tr><tr><td>Advances from (to) affiliates</td><td>526.2</td><td>(2.0)</td><td>25.2</td><td>(549.4)</td><td>—</td><td>—</td></tr><tr><td>Other</td><td>(5.0)</td><td>—</td><td>—</td><td>(11.0)</td><td>—</td><td>(16.0)</td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>345.4</td><td>(2.0)</td><td>25.2</td><td>(560.4)</td><td>—</td><td>(191.8)</td></tr><tr><td>Net cash used in discontinued operations</td><td>—</td><td>—</td><td>—</td><td>(8.7)</td><td>—</td><td>(8.7)</td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>—</td><td>—</td><td>—</td><td>(.3)</td><td>—</td><td>(.3)</td></tr><tr><td>DECREASE IN CASH AND CASH EQUIVALENTS</td><td>(193.4)</td><td>—</td><td>(88.8)</td><td>(261.3)</td><td>—</td><td>(543.5)</td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>287.4</td><td>—</td><td>90.8</td><td>286.6</td><td>—</td><td>664.8</td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$ 94.0</td><td>$ —</td><td>$ 2.0</td><td>$ 25.3</td><td>$ —</td><td>$ 121.3</td></tr></table>



## 16. UNAUDITED QUARTERLY FINANCIAL DATA

The following tables summarize our unaudited quarterly condensed consolidated income statement data for the years ended December 31, 2017 and 2016 (in millions, except per share amounts):

<table><tr><td>2017</td><td>First Quarter</td><td>Second Quarter</td><td>Third Quarter</td><td>Fourth Quarter</td><td>Year</td></tr><tr><td>Operating revenues</td><td>$ 471.1</td><td>$ 457.5</td><td>$ 460.2</td><td>$ 454.2</td><td>$ 1,843.0</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation) \( ^{(1)} \)</td><td>278.1</td><td>291.3</td><td>285.8</td><td>334.3</td><td>1,189.5</td></tr><tr><td>Loss on impairment \( ^{(2)} \)</td><td>—</td><td>—</td><td>—</td><td>182.9</td><td>182.9</td></tr><tr><td>Depreciation</td><td>109.2</td><td>107.9</td><td>108.2</td><td>119.5</td><td>444.8</td></tr><tr><td>General and administrative \( ^{(3)} \)</td><td>26.0</td><td>30.5</td><td>30.4</td><td>70.9</td><td>157.8</td></tr><tr><td>Operating income (loss)</td><td>57.8</td><td>27.8</td><td>35.8</td><td>(253.4)</td><td>(132.0)</td></tr><tr><td>Other income (expense), net \( ^{(4)} \)</td><td>(57.7)</td><td>(53.2)</td><td>(40.4)</td><td>87.3</td><td>(64.0)</td></tr><tr><td>Income (loss) from continuing operations before income taxes</td><td>.1</td><td>(25.4)</td><td>(4.6)</td><td>(166.1)</td><td>(196.0)</td></tr><tr><td>Income tax expense \( ^{(5)} \)</td><td>24.1</td><td>19.3</td><td>23.4</td><td>42.4</td><td>109.2</td></tr><tr><td>Loss from continuing operations</td><td>(24.0)</td><td>(44.7)</td><td>(28.0)</td><td>(208.5)</td><td>(305.2)</td></tr><tr><td>Income (loss) from discontinued operations, net</td><td>(.6)</td><td>.4</td><td>(.2)</td><td>1.4</td><td>1.0</td></tr><tr><td>Net loss</td><td>(24.6)</td><td>(44.3)</td><td>(28.2)</td><td>(207.1)</td><td>(304.2)</td></tr><tr><td>Net (income) loss attributable to noncontrolling interests</td><td>(1.1)</td><td>(1.2)</td><td>2.8</td><td>—</td><td>.5</td></tr><tr><td>Net loss attributable to Ensco</td><td>(25.7)</td><td>(45.5)</td><td>(25.4)</td><td>(207.1)</td><td>(303.7)</td></tr><tr><td>Loss per share - basic and diluted</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>(0.09)</td><td>(0.15)</td><td>(0.08)</td><td>(0.49)</td><td>(0.91)</td></tr><tr><td>Discontinued operations</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td></td><td>(0.09)</td><td>(0.15)</td><td>(0.08)</td><td>(0.49)</td><td>(0.91)</td></tr></table>

(1) Fourth quarter included $7.0 million of integration costs associated with the Merger. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

(2) Fourth quarter included an aggregate loss of $182.9 million associated with the impairment of certain rigs. See "Note 4 - Property and Equipment" for additional information.

(3) Fourth quarter included integration costs of $30.9 million and merger-related costs consisting of various advisory, legal, accounting, valuation and other professional or consulting fees totaling $11.5 million. See "Note 2 - Acquisition of Atwood" for additional information.

(4) Fourth quarter included a bargain purchase gain of $140.2 million related to the Merger. See "Note 2 - Acquisition of Atwood" for additional information.

(5) Fourth quarter included net discrete tax expense of $16.5 million in connection with enactment of U.S. tax reform. See "Note 10 - Income taxes" for additional information.



<table><tr><td>2016</td><td>First Quarter</td><td>Second Quarter</td><td>Third Quarter</td><td>Fourth Quarter</td><td>Year</td></tr><tr><td>Operating revenues(1)</td><td>$ 814.0</td><td>$ 909.6</td><td>$ 548.2</td><td>$ 504.6</td><td>$ 2,776.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>363.7</td><td>350.2</td><td>298.1</td><td>289.0</td><td>1,301.0</td></tr><tr><td>Depreciation</td><td>113.3</td><td>112.4</td><td>109.4</td><td>110.2</td><td>445.3</td></tr><tr><td>General and administrative</td><td>23.4</td><td>27.4</td><td>25.3</td><td>24.7</td><td>100.8</td></tr><tr><td>Operating income</td><td>313.6</td><td>419.6</td><td>115.4</td><td>80.7</td><td>929.3</td></tr><tr><td>Other income (expense), net(2)</td><td>(64.6)</td><td>209.9</td><td>(30.9)</td><td>(46.2)</td><td>68.2</td></tr><tr><td>Income from continuing operations before income taxes</td><td>249.0</td><td>629.5</td><td>84.5</td><td>34.5</td><td>997.5</td></tr><tr><td>Income tax expense (benefit)</td><td>71.4</td><td>36.7</td><td>(3.5)</td><td>3.9</td><td>108.5</td></tr><tr><td>Income from continuing operations</td><td>177.6</td><td>592.8</td><td>88.0</td><td>30.6</td><td>889.0</td></tr><tr><td>Income (loss) from discontinued operations, net</td><td>(.9)</td><td>(.2)</td><td>(.7)</td><td>9.9</td><td>8.1</td></tr><tr><td>Net income</td><td>176.7</td><td>592.6</td><td>87.3</td><td>40.5</td><td>897.1</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>(1.4)</td><td>(2.0)</td><td>(2.0)</td><td>(1.5)</td><td>(6.9)</td></tr><tr><td>Net income attributable to Ensco</td><td>$ 175.3</td><td>$ 590.6</td><td>$ 85.3</td><td>$ 39.0</td><td>$ 890.2</td></tr><tr><td>Earnings per share - basic and diluted</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>$ .74</td><td>$ 2.04</td><td>$ .28</td><td>$ .10</td><td>$ 3.10</td></tr><tr><td>Discontinued operations</td><td>—</td><td>—</td><td>—</td><td>.03</td><td>.03</td></tr><tr><td></td><td>$ .74</td><td>$ 2.04</td><td>$ .28</td><td>$ .13</td><td>$ 3.13</td></tr></table>

(1) Second quarter includes lump-sum termination payments for ENSCO DS-9 and ENSCO 8503 totaling $205.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

(2) Second quarter included pre-tax gains on debt extinguishment totaling $287.8 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.



## 2017 United Kingdom Statutory Accounts



Contents Page No.

Strategic report 1

Directors' report 9

Directors' remuneration report 13

Statement of directors' responsibilities in respect of the annual report 30
and financial statements

Independent auditor's report to the members of Ensco plc 31

Consolidated Profit and Loss Account 35

Consolidated Other Comprehensive Income/(Loss) 36

Consolidated Balance Sheet 37

Company Balance Sheet 38

Consolidated Cash Flow Statement 39

Consolidated Statement of Changes in Equity 40

Company Statement of Changes in Equity 41

Notes 42



## Strategic report

## Our business

Ensko plc ("we," "our", the "company" or the "group") is one of the leading providers of offshore contract drilling services to the international oil and gas industry. We currently own and operate an offshore drilling rig fleet of 62 rigs, with drilling operations in most of the strategic markets around the globe. We also have three rigs under construction. Our rig fleet includes 12 drillships, 11 dynamically positioned semisubmersible rigs, four moored semisubmersible rigs and 38 jackup rigs, including rigs under construction. We operate the world's largest fleet amongst competitive rigs, including one of the newest ultra-deepwater fleets in the industry and a leading premium jackup fleet.

Our customers include many of the leading national and international oil companies, in addition to many independent operators. We are among the most geographically diverse offshore drilling companies, with current operations spanning 14 countries on six continents. The markets in which we operate include the U.S. Gulf of Mexico, Brazil, the Mediterranean, the North Sea, the Middle East, West Africa, Australia and Southeast Asia.

We provide drilling services on a "day rate" contract basis. Under day rate contracts, we provide a drilling rig and rig crews for which we receive a daily rate that may vary throughout the duration of the contractual term. The day rate we earn can vary between the full day rate and zero rate, depending on the operations of the rig. Our customers bear substantially all of the costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, our customers may pay all or a portion of the cost of moving our equipment and personnel to and from the well site.

## Atwood Merger

On 29 May 2017, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Atwood Oceans, Inc. ("Atwood") and Echo Merger Sub, LLC, our wholly-owned subsidiary, and on 6 October 2017 (the "Merger Date"), we completed our acquisition of Atwood pursuant to the Merger Agreement (the "Merger").

The Merger is expected to strengthen our position as the leader in offshore drilling across a wide range of water depths around the world. The Merger significantly enhances the capabilities of our rig fleet and improves our ability to meet future customer demand with the highest-specification assets.

As a result of the Merger, Atwood shareholders received 1.60 Ensco Class A Ordinary shares for each share of Atwood common stock, representing a value of $9.33 per share of Atwood common stock based on a closing price of $5.83 per Class A ordinary share on 5 October 2017, the last trading day before the Merger Date. Total consideration delivered in the Merger consisted of 132.2 million of our Class A ordinary shares and $11.1 million of cash in settlement of certain share-based payment awards. The aggregate value of consideration transferred was $781.8 million. Additionally, upon closing of the Merger, we utilised cash acquired of $445.4 million and cash on hand to extinguish Atwood's revolving credit facility, outstanding senior notes and accrued interest totalling $1.3 billion. The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in negative goodwill of $120.7 million.

## Principal risks and uncertainties

There are numerous factors that affect our business and operating results, many of which are beyond our control. The success of our business largely depends on the level of activity in the offshore oil and gas industry, which can be significantly affected by volatile oil and natural gas prices. The offshore contract drilling industry historically has been highly competitive and cyclical, with periods of low demand and excess rig availability that could result in adverse effects on our business. Our business will be adversely affected if we are unable to secure contracts on economically favourable terms. Our customers may be unable or unwilling to fulfil their contractual commitments to us, including their obligations to pay for losses, damages or other liabilities resulting from operations under the contract. We may suffer losses if our customers terminate or seek to renegotiate our contracts, if operations are suspended or interrupted or if a rig becomes a total loss. The loss of a significant customer could adversely affect us. Our current backlog of contract drilling turnover may not be fully realised and may decline significantly in the future, which may have a material adverse effect on our financial position, operating results or cash flows. We may incur impairments as a result of future declines in demand for offshore drilling rigs.

Operating results in the offshore contract drilling industry are highly cyclical and directly related to the demand for drilling rigs and the available supply of drilling rigs. Low demand and excess supply can independently affect day rates and utilisation of drilling rigs. Therefore, adverse changes in either of these factors can result in adverse changes in our industry.



While the cost of moving a rig and the availability of rig-moving vessels may cause the balance of supply and demand to vary somewhat between regions, significant variations between regions are generally of a short-term nature due to rig mobility.

We operate in geographical locations which are subject to political, economic and other uncertainties (including taxation), including countries known to have a reputation for corruption. Legal and regulatory proceedings could affect us adversely. Rig construction, upgrade and enhancement projects are subject to risks, including delays and cost overruns. Failure to recruit and retain skilled personnel could adversely affect our operations and financial results. Increases in regulatory requirements could significantly increase our costs, limit our drilling activity or reduce demand for our drilling services. Compliance with or breach of environmental laws can be costly and could limit our operations. Our debt levels and debt agreement restrictions may limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.

We consummated the Merger with the expectation that it would result in various benefits, including, among others, the expansion of our asset base and the creation of synergies. Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether the Atwood business can be integrated in an efficient and effective manner. Failure to successfully integrate Atwood may adversely affect our future results, and consequently, the value of our shares.

## Drilling rig demand

Demand for drilling rigs is directly related to the regional and worldwide levels of offshore exploration and development spending by oil and gas companies. Offshore exploration and development spending, which is beyond our control, may fluctuate substantially from year-to-year and from region-to-region.

The sustained decline in oil prices over the past several years from 2014 highs caused a significant decline in the demand for offshore drilling services as many projects became uneconomical, resulting in fewer market tenders in recent periods. Operators significantly reduced their capital spending budgets, including the cancellation or deferral of existing programmes. Declines in capital spending levels, together with the oversupply of rigs, have resulted in significantly reduced day rates and utilisation.

The contracting environment remained challenging for offshore drilling contractors during 2017. Although oil prices have rebounded significantly off the 12-year lows experienced during early 2016 to levels above $60 per barrel, we expect the recovery in demand to be gradual with different segments of the market recovering more quickly than others.

While the short-term dynamics of the market remain challenging, we have seen new opportunities for work increase as shallow water activity recovers and jackup utilisation stabilises. Moreover, new floater contracts have increased over the past year and contract terms are beginning to lengthen as customers take advantage of lower day rates. However, we believe further improvements in demand coupled with reductions in rig supply are necessary to generate meaningful increases in day rates.

The intense pressure on operating day rates in recent periods has resulted in rates that approximate the direct operating expenses in certain instances. Therefore, we expect our results from operations to continue to decline into 2018 as current contracts with above market rates expire and new contracts are executed at lower rates.

Because many factors that affect the market for offshore exploration and development are beyond our control and because rig demand can change quickly, it is difficult for us to predict future industry conditions, demand trends or operating results. Periods of low rig demand often result in excess rig supply, which generally results in reductions in utilisation and day rates. Conversely, periods of high rig demand often result in a shortage of rigs, which generally results in increased utilisation and day rates.

## Drilling rig supply

Drilling rig supply significantly exceeds drilling rig demand for both floaters and jackups. The decline in customer capital expenditure budgets over the past several years has led to a lack of contracting opportunities resulting in global fleet attrition. Since the beginning of the downturn, drilling contractors have retired approximately 100 floaters and 50 jackups. When demand for offshore drilling ultimately improves, we expect that newer, more capable rigs will be the first to obtain contract awards, increasing the likelihood that older, less capable rigs do not return to the global active fleet.



Approximately 30 floaters older than 30 years are idle, approximately 20 additional floaters older than 30 years have contracts expiring by the end of 2018 without follow-on work and a further nine floaters aged between 15 and 30 years have been idle for more than two years. Operating costs associated with keeping these rigs idle as well as expenditures required to recertify these aging rigs may prove cost prohibitive. Drilling contractors will likely elect to scrap or cold-stack some or all of these rigs.

Approximately 125 jackups older than 30 years are idle, and approximately 65 jackups that are 30 years or older have contracts expiring by the end of 2018 without follow-on work. Expenditures required to recertify these aging rigs may prove cost prohibitive and drilling contractors may instead elect to scrap or cold-stack these rigs. We expect jackup scrapping and cold-stacking to continue during 2018 and into 2019.

There are 43 newbuild drillships and semisubmersibles reported to be under construction, of which 22 are scheduled to be delivered before the end of 2018. Most newbuild floaters are uncontracted. Several newbuild deliveries have already been delayed into future years, and we expect that more uncontracted newbuilds will be delayed or cancelled.

There are 92 newbuild jackups reported to be under construction, of which 61 are scheduled to be delivered before the end of 2018. Most newbuild jackups are uncontracted. Over the past year, some jackup orders have been cancelled, and many newbuild jackups have been delayed. We expect that additional rigs may be delayed or cancelled given limited contracting opportunities.

## Consolidated results of operations

The following table summarises our consolidated results of operations for the years ended 31 December 2017 and 2016:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Turnover</td><td>1,843.0</td><td>2,776.4</td></tr><tr><td>Operating (loss)/profit</td><td>(127.3)</td><td>901.6</td></tr><tr><td>(Loss)/profit before taxation</td><td>(202.0)</td><td>924.3</td></tr><tr><td>Tax on (loss)/profit</td><td>(77.0)</td><td>(79.1)</td></tr><tr><td>(Loss)/profit for financial year</td><td>(279.0)</td><td>845.2</td></tr></table>

During 2017, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totalling $205.0 million received during 2016, turnover declined by $728.4 million, or 28%, as compared to the prior year. The decline was primarily due to fewer floater days under contract, lower average day rates across our fleet and the sale of ENSCO 6004, ENSCO 6003, ENSCO 53 and ENSCO 52. The decline in turnover was partially offset by the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet during the fourth quarter.

Contract drilling expense declined by $113.3 million, or 9%, as compared to the prior year primarily due to rig stackings, sale of ENSCO 6004, ENSCO 6003, ENSCO 94, ENSCO 53, ENSCO 52 and ENSCO 56 and cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by rig reactivation costs, the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet.

During 2017, we recognised a pre-tax, non-cash loss on impairment of $255.5 million related to certain older, less capable, non-core assets in our fleet. During 2017, we determined that the remaining useful life of certain non-core rigs would not extend substantially beyond their current contracts resulting in impairment triggering events. Our estimates of discounted cash flows over the estimated remaining useful lives were not sufficient to cover each asset’s carrying value. Accordingly, we concluded that two semisubmersibles and two jackups were impaired as of 31 December 2017.

Profit before taxation in 2016 included pre-tax gains on debt extinguishment of $287.8 million related to debt repurchases and the exchange of equity for debt in 2016.

The tax charge of $77.0 million (2016: $79.1 million) is higher than the statutory rate of taxation in the United Kingdom as a result of factors including higher tax rates for non-UK earnings, a tax expense associated with 2017 U.S. tax reform and no tax deduction for the impairment losses recorded in the year. Changes in our effective income tax rate, excluding discrete tax items, result primarily from changes in the relative components of our earnings from the various taxing jurisdictions in which our drilling rigs are operated and/or owned and differences in tax rates in such taxing jurisdictions.



## Utilisation and average day rates

The following table summarises the rig utilisation and average day rates by reportable segment for the years ended 31 December 2017 and 2016:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Rig utilisation \( ^{(1)} \)</td><td></td><td></td></tr><tr><td>Floaters</td><td>45%</td><td>54%</td></tr><tr><td>Jackups</td><td>60%</td><td>60%</td></tr><tr><td>Total</td><td>55%</td><td>58%</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$</td><td>$</td></tr><tr><td>Average day rates \( ^{(2)} \)</td><td></td><td></td></tr><tr><td>Floaters</td><td>327,736</td><td>359,758</td></tr><tr><td>Jackups</td><td>84,913</td><td>110,682</td></tr><tr><td>Total</td><td>158,484</td><td>192,427</td></tr></table>

(1) Rig utilisation 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 recognised day rate turnover, including days associated with early contract terminations, compensated downtime and mobilisations. When turnover is earned but is deferred and amortised over a future period, for example when a rig earns turnover while mobilising to commence a new contract or while being upgraded in a shipyard, the related days are excluded from days under contract. For newly-constructed or acquired rigs, the number of days in the period begins upon commencement of drilling operations for rigs with a contract or when the rig becomes available for drilling operations for rigs without a contract.

(2) Average day rates are derived by dividing contract drilling turnover, adjusted to exclude certain types of non-recurring reimbursable turnover, lump-sum turnover and turnover attributable to amortisation of drilling contract intangibles, by the aggregate number of contract days, adjusted to exclude contract days associated with certain mobilisations, demobilisations, shipyard contracts and standby contracts.

## Segment highlights

## Floaters

During 2017, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totalling $205.0 million received during 2016, turnover declined by $422.6 million, or 27%. The decline was primarily due to fewer days under contract across our fleet, sale of ENSCO 6003 and ENSCO 6004 and lower average day rates. The decline in turnover was partially offset by the commencement of ENSCO DS-4 drilling operations and the addition of Atwood rigs to the fleet. Contract drilling expense declined by $101.0 million, or 14%, as compared to the prior year primarily due to rig stackings, sale of ENSCO 6004 and ENSCO 6003 and other cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by the addition of Atwood rigs to the fleet, rig reactivation costs and ENSCO DS-4 contract drilling expense. We recognised a loss on impairment of $234.3 million related to two older, less capable, non-core assets in our fleet.

## Jackups

During 2017, turnover declined by $289.2 million, or 31%, as compared to the prior year. The decline was primarily due to lower average day rates, fewer days under contract across our fleet, additional shipyard days and sale of ENSCO 53 and ENSCO 52. Contract drilling expense declined by $6.6 million, or 1%, as compared to the prior year due to the sale of ENSCO 94, ENSCO 53, ENSCO 52 and ENSCO 56 and other cost control initiatives that reduced personnel costs and other daily rig operating expenses. This decline was partially offset by rigs that were stacked in 2016 and operated in 2017 and related rig reactivation costs. We recognised a loss on impairment of $21.2 million related to two older, less capable, non-core assets in our fleet.



## Backlog information

Our contract drilling backlog reflects commitments, represented by signed drilling contracts, and was calculated by multiplying the contracted day rate by the contract period. The contracted day rate excludes certain types of lump sum fees for rig mobilisation, demobilisation, contract preparation, as well as customer reimbursables and bonus opportunities. Contract backlog was adjusted for drilling contracts signed or terminated after each respective balance sheet date until 27 February 2018 and 28 February 2017, respectively.

The following table summarises our contract backlog of business as of 31 December 2017 and 2016 (in millions):

<table><tr><td></td><td colspan="2">2017</td><td colspan="2">2016</td></tr><tr><td>Floaters</td><td>$     1,578.3</td><td>$     2,154.9</td><td></td><td></td></tr><tr><td>Jackups</td><td>1,013.0</td><td>1,185.0</td><td></td><td></td></tr><tr><td>Other</td><td>229.7</td><td>281.4</td><td></td><td></td></tr><tr><td>Total</td><td>$     2,821.0</td><td>$     3,621.3</td><td></td><td></td></tr></table>

As of 31 December 2017, our backlog was $2.8 billion as compared to $3.6 billion as of 31 December 2016. Our floater backlog declined $576.6 million primarily due to turnover realised during 2017, partially offset by contract extensions and new contract awards. The remaining $223.7 million decline primarily related to our jackups segment and was largely due to turnover realised during 2017, contract concessions and contract terminations, partially offset by contract extensions and new contract awards.

Our drilling contracts generally contain provisions permitting early termination of the contract (i) if the rig is lost or destroyed or (ii) by the customer if operations are suspended for a specified period of time due to breakdown of major rig equipment, unsatisfactory performance, "force majeure" events beyond the control of either party or other specified conditions. In addition, our drilling contracts generally permit early termination of the contract by the customer for convenience (without cause), exercisable upon advance notice to us, and in some cases without making an early termination payment to us. There can be no assurances that our customers will be able to or willing to fulfil their contractual commitments to us.

The amount of actual turnover earned and the actual periods during which turnover are earned will be different from amounts disclosed in our backlog calculations due to a lack of predictability of various factors, including unscheduled repairs, maintenance requirements, newbuild rig delivery dates, weather delays, contract terminations or renegotiations and other factors.

## Liquidity and debt maturities

We have historically relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We periodically rely on the issuance of debt and/or equity securities to supplement our liquidity needs. Based on our balance sheet, our contractual backlog and $2.0 billion available under our revolving credit facility, we expect to fund our short-term and long-term liquidity needs, including contractual obligations and anticipated capital expenditures, dividends and working capital requirements, from cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility or other future financing arrangements. During 2017 and in early 2018, we executed several transactions to maximise our liquidity.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of our outstanding debt with $332.5 million of cash and $332.0 million of newly issued 8.00% senior notes due 2024. During the remainder of the year, we repurchased $194.1 million aggregate principal amount of our outstanding debt on the open market for $204.5 million of cash and recognised an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.

Upon closing of the Merger in October 2017, we utilised acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion. We amended our credit facility upon closing to extend the final maturity date by two years. Previously, our credit facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit facility, as amended, requires us to maintain a total debt to total capitalisation ratio calculated in accordance with U.S. GAAP and the terms of the Credit Facility that is less than or equal to 60%.



As of 31 December 2017, we had $4.9 billion in total debt outstanding, $885.4 million in cash and short-term investments and $2.0 billion undrawn capacity under our credit facility. Adjusted on a pro forma basis for the January 2018 debt offering and subsequent debt repurchases discussed below, our 31 December 2017 cash and short-term investments totaled $1.2 billion and debt totaled $5.1 billion.

In January 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 (the "2026 Notes"), net of debt issuance costs of $16.5 million. Net proceeds of $983.5 million from the 2026 Notes were partially used to fund the repurchase and redemption of $237.6 million principal amount of our 8.50% senior notes due 2019, $256.6 million principal amount of our 6.875% senior notes due 2020 and $156.2 million principal amount of our 4.70% senior notes due 2021. In March 2018, we repurchased $71.4 million principal amount of the 6.875% senior notes due 2020. We expect to recognise a pre-tax loss on debt extinguishment of $19.9 million during the first quarter of 2018.

Following the 2018 debt offering, repurchases and redemption, our only debt maturities until 2024 are $122.9 million during 2020 and $113.5 million during 2021.

## Government regulation and environmental matters

Our operations are affected by political initiatives and by laws and regulations that relate to the oil and gas industry, including laws and regulations that have or may impose increased financial responsibility and oil spill abatement contingency plan capability requirements. Accordingly, we will be directly affected by the approval and adoption of laws and regulations curtailing exploration and development drilling for oil and natural gas for economic, environmental, safety or other policy reasons. It is also possible that these laws and regulations and political initiatives could adversely affect our operations in the future by significantly increasing our operating costs or restricting areas open for drilling activity.

Our operations are subject to laws and regulations controlling the discharge of materials into the environment, pollution, contamination and hazardous waste disposal or otherwise relating to the protection of the environment. Environmental laws and regulations specifically applicable to our business activities could impose significant liability on us for damages, clean-up costs, fines and penalties in the event of oil spills or similar discharges of pollutants or contaminants into the environment or improper disposal of hazardous waste generated in the course of our operations, which may not be covered by contractual indemnification or insurance, or for which indemnity is prohibited by applicable law and could have a material adverse effect on our financial position, operating results and cash flows. To date, such laws and regulations have not had a material adverse effect on our operating results, and we have not experienced an accident that has exposed us to material liability arising out of or relating to discharges of pollutants into the environment. However, the legislative, judicial and regulatory response to any well-control incidents could substantially increase our customers' liabilities in respect of oil spills and also could increase our liabilities. In addition to potential increased liabilities, such legislative, judicial or regulatory action could impose increased financial, insurance or other requirements that may adversely impact the entire offshore drilling industry.

The International Convention on Oil Pollution Preparedness, Response and Cooperation, the International Convention on Civil Liability for Oil Pollution Damage 1992, the UK Merchant Shipping Act 1995, Marpol 73/78 (the International Convention for the Prevention of Pollution from Ships), the UK Merchant Shipping (Oil Pollution Preparedness, Response and Co-operation Convention) Regulations 1998, as amended, and other related legislation and regulations and the Oil Pollution Act of 1990 ("OPA 90"), as amended, the Clean Water Act and other U.S. federal statutes applicable to us and our operations, as well as similar statutes in Texas, Louisiana, other coastal states and other non-U.S. jurisdictions, address oil spill prevention, reporting and control and have significantly expanded potential liability, fine and penalty exposure across many segments of the oil and gas industry. Such statutes and related regulations impose a variety of obligations on us related to the prevention of oil spills, disposal of waste and liability for resulting damages. For instance, OPA 90 imposes strict and, with limited exceptions, joint and several liability upon each responsible party for oil removal costs as well as a variety of fines, penalties and damages. Similar environmental laws apply in our other areas of operation. Failure to comply with these statutes and regulations, including OPA 90, may subject us to civil or criminal enforcement action, which may not be covered by contractual indemnification or insurance, or for which indemnity is prohibited under applicable law, and could have a material adverse effect on our financial position, operating results and cash flows.

High-profile and catastrophic events such as the 2010 Macondo well incident have heightened governmental and environmental concerns about the oil and gas industry. From time to time, legislative proposals have been introduced that would materially limit or prohibit offshore drilling in certain areas. We are adversely affected by restrictions on drilling in certain areas of the U.S. Gulf of Mexico and elsewhere, including the adoption of additional safety requirements and policies regarding the approval of drilling permits and restrictions on development and production activities in the U.S. Gulf of Mexico that have and may further impact our operations.



As a result of Macondo, the Bureau of Safety and Environmental Enforcement ("BSEE") issued a drilling safety rule in 2012 that included requirements for the cementing of wells, well-control barriers, blowout preventers, well-control fluids, well completions, workovers and decommissioning operations. BSEE also issued regulations requiring operators to have safety and environmental management systems ("SEMS") prior to conducting operations and requiring operators and contractors to agree on how the contractors will assist the operators in complying with the SEMS. In addition, in August 2012, BSEE issued an Interim Policy Document ("IPD") stating that it would begin issuing Incidents of Non-Compliance ("INCs") to contractors as well as operators for serious violations of BSEE regulations. Following federal court decisions successfully challenging the scope of BSEE's jurisdiction over offshore contractors, this IPD has been removed from the list of IPDs on the BSEE website. If this judicial precedent stands, it may reduce regulatory and civil litigation liability exposures.

In late 2014, the United States Coast Guard ("USCG") proposed new regulations that would impose GPS equipment and positioning requirements for mobile offshore drilling units and jackup rigs operating in the U.S. Gulf of Mexico and issued notices regarding the development of guidelines for cybersecurity measures used in the marine and offshore energy sectors for all vessels and facilities that are subject to the Maritime Transportation Security Act of 2002 ("MTSA"), including our rigs. The regulations imposing GPS equipment and positioning requirements have not yet been issued. On 12 July 2017, the USCG announced the availability of and requested comments on draft guidelines for addressing cyber risks at MTSA-regulated facilities. On 28 July 2016, BSEE adopted a new well-control rule that will be implemented in phases over the next several years (the "2016 Well Control Rule"). This new rule includes more stringent design requirements for well-control equipment used in offshore drilling operations. We are continuing to evaluate the cost and effect that these new rules will have on our operations. Based on our current assessment of the rules, we do not expect to incur significant costs to comply with the 2016 Well Control Rule. The 2016 Well Control Rule is currently under review by BSEE pursuant to Executive Order ("EO") 13783 ("Promoting Energy Independence and Economic Growth") and Section 7 of EO 13795 ("Implementing an America-First Offshore Energy Strategy"), to determine if the rule should be revised to encourage energy exploration and production on the Outer Continental Shelf, while still providing for safe and environmentally responsible exploration and production activities.

The continuing and evolving threat of cyber attacks will likely require increased expenditures to strengthen cyber risk management systems for MODUs and onshore facilities. For example, on 11 May 2017, President Trump issued EO 13800, entitled Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure, which is intended to improve the nation's ability to defend against increasing and evolving cyber attacks, and in July 2017 the USCG issued proposed cybersecurity guidelines for port facilities and offshore facilities, including MODUs, that could be impacted by cyber attacks. We cannot currently estimate the future expenditures associated with increased regulatory requirements, which may be material, and we continue to monitor regulatory changes as they occur.

If new laws are enacted or other government actions are taken that restrict or prohibit offshore drilling in our principal areas of operation or impose additional regulatory (including environmental protection) requirements that materially increase the liabilities, financial requirements or operating or equipment costs associated with offshore drilling, exploration, development or production of oil and natural gas, our financial position, operating results and cash flows could be materially adversely affected.

## Employees

We employed 4,611 personnel worldwide as of 31 December 2017, which does not include contractors working for the company. The majority of our personnel work on rig crews and are compensated on an hourly basis. The following table summarises the split of women and men within the group as of 31 December 2017:

<table><tr><td></td><td>Women</td><td>Men</td></tr><tr><td>Directors</td><td>2</td><td>9</td></tr><tr><td>Senior management</td><td>13</td><td>115</td></tr><tr><td>Other employees</td><td>289</td><td>4,183</td></tr><tr><td>Total</td><td>304</td><td>4,307</td></tr></table>

The company places considerable value on the involvement of its employees and maintains a practice of keeping them informed through formal and informal meetings and various internal publications.

Full and fair consideration is given to the employment and promotion of disabled persons, taking into account the degree of disablement, proposed job function and working environment. An employee who becomes disabled while in employment will continue where possible in the employment in which he or she was engaged prior to the disablement. Training and development is undertaken for all employees including disabled persons.



## Social, community and human rights issues

Ensko has a number of policies setting out its commitment to human rights, including its Ethics and Compliance Policy, Vendor-Supplier Business Integrity Principles, Code of Business Conduct and Slavery and Human Trafficking Statement. Ensko is committed to conducting business ethically and legally throughout the world and in accordance with its core values. Ensko undertakes appropriate employee training and vetting of vendors and suppliers across its supply chain in order to implement these core values in its operations.

By order of the board

/s/ Carl G. Trowell

Carl G. Trowell

Director, Chief Executive Officer

and President

23 March 2018



## Directors' report

The directors of Ensco plc present their report for the year ended 31 December 2017.

## Principal activity

The principal activity of Ensco plc, referred to herein as the company, and its subsidiaries, referred to herein as the group, is to provide offshore contract drilling services to the international oil and gas industry. Further information on our operations is included in the strategic report.

## Business review and future outlook

Information on the performance of the business and the future outlook for the group is included in the strategic report.

## Greenhouse gas emissions

Ensco’s greenhouse gas emissions are categorised between two categories: direct emissions (from rig power generation and loss of refrigerants) and indirect emissions (from purchased electricity for onshore offices, warehouses and rig shore-power). All emissions from the facilities over which Ensco has direct operational control were included.

The Companies Act 2006 requires reporting on the following greenhouse gases:

• Carbon dioxide ("CO_{2}");

• Methane ("CH_{4}");

• Nitrous Oxide ("N_{2}O");

• Hydrofluorocarbons ("HFCs");

• Perfluorocarbons ("PFCs"); and

• Sulphur Hexafluoride ("SF_{6}").

PFCs and  \( SF_{6} \)  are not emitted by Ensco, and therefore not considered in this report.

Ensco’s greenhouse gas emissions are reported in metric tons (Mt) carbon dioxide equivalents ("CO \( _{2} \) e"). Calculations are performed using the emission factors and global warming potential for each chemical compound, which are in accordance with the current guidance from the UK Department for Environment, Food and Rural Affairs and the WRI / WBCSD Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition). The 2017 annual CO \( _{2} \) e emitted from Ensco’s worldwide operations is 610,780 Mt (2016: 643,043 Mt).

Ensco has developed an intensity ratio that we believe is the most relevant to the company and will provide the most useful information to readers on a comparative year over year basis. Ensco’s intensity ratio is determined by dividing annual emissions by total installed horsepower for the operating rig fleet (proportional approach used based on the rig operating hours). Ensco’s 2017 ratio is 0.759 (2016: 0.754). The following table details our emissions by category.

<table><tr><td>Greenhouse Gas Emissions</td><td>2017</td><td>2016</td></tr><tr><td>Direct emissions (rigs owned by Ensco)</td><td>604,208 Mt</td><td>639,778 Mt</td></tr><tr><td>Indirect emissions (2017: onshore offices, warehouses and rig shore-power) (2016: onshore offices and warehouses)</td><td>6,572 Mt</td><td>3,265 Mt</td></tr><tr><td>Total emissions (CO2e)</td><td>610,780 Mt</td><td>643,043 Mt</td></tr><tr><td></td><td></td><td></td></tr><tr><td>Intensity Ratio</td><td>0.759</td><td>0.754</td></tr></table>



## Directors

The directors who held office during the year ended 31 December 2017 and up to the date of this report were as follows:

Paul E. Rowsey, III (Chairman)
Carl G. Trowell
J. Roderick Clark
Roxanne J. Decyk
Mary E. Francis CBE
C. Christopher Gaut
Jack E. Golden (Appointed 6 October 2017)
Gerald W. Haddock
Francis S. Kalman
Keith O. Rattie
Phil D. Wedemeyer (Appointed 6 October 2017)

## Third party indemnity provisions

The group has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the UK Companies Act 2006. Such qualifying third party indemnity provision remains in force as of the date of approving the directors' report.

## Dividends

Our Board of Directors declared a $0.01 quarterly cash dividend per Class A ordinary share for each quarter during 2017. In October 2017, we amended our revolving credit facility, which prohibits us from paying dividends in excess of $0.01 per share per fiscal quarter. Dividends in excess of this amount would require the amendment or waiver of such provision. The declaration and amount of future dividends is at the discretion of our Board of Directors. In the future, our Board of Directors may, without advance notice, determine to reduce or suspend our dividend in order to improve our financial flexibility and best position us for long-term success. When evaluating dividend payment timing and amounts, our Board of Directors considers several factors, including our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and limitations under our revolving credit facility.

On 16 March 2018, the company paid a dividend in the amount of $4.4 million ($0.01 per share).

## Exposure to price, credit, liquidity and cash flow risk

Price risk arises on financial instruments because of changes in, for example, equity prices. The group currently is not exposed to any material price risk.

Credit risk is the risk that one party to a contract or financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The group is exposed to credit risk relating to its receivables from customers, cash and investments and use of derivatives in connection with the management of foreign currency exchange rate risk. The group minimises its credit risk relating to receivables from customers, which primarily consist of major international, government-owned and independent oil and natural gas companies, by performing ongoing credit evaluations and contracting insurance coverage when deemed appropriate. The group also maintains reserves for potential credit losses, which to date have been within management's expectations. The group minimises its credit risk relating to cash and investments by focusing on diversification and quality of instruments. Cash balances are maintained in major, well-capitalised commercial banks. Cash equivalents consist of a portfolio of high-grade instruments. Custody of cash and cash equivalents is maintained at several major financial institutions, and the group monitors the financial condition of those financial institutions. We mitigate our credit risk relating to counterparties of our derivatives through a variety of techniques, including transacting with multiple, high-quality financial institutions, thereby limiting our exposure to individual counterparties and by entering into International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. The terms of the ISDA agreements may also include credit support requirements, cross default provisions, termination events or set-off provisions. Legally enforceable master netting agreements reduce credit risk by providing protection in bankruptcy in certain circumstances and generally permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.



We have historically relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We periodically rely on the issuance of debt and/or equity securities to supplement our liquidity needs. Based on our balance sheet, our contractual backlog and $2.0 billion available under our revolving credit facility, we expect to fund our short-term and long-term liquidity needs, including contractual obligations and anticipated capital expenditures, dividends and working capital requirements, from cash and cash equivalents, short-term investments, operating cash flows and, if necessary, funds borrowed under our revolving credit facility or other future financing arrangements. During 2017 and in early 2018, we executed several transactions to maximise our liquidity. Details of debt and liquidity transactions are disclosed in the Strategic report.

## Use of derivatives

We use derivatives to reduce our exposure to foreign currency exchange rate risk. Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our turnover and expenses are denominated in U.S. dollars; however, a portion of the turnover earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar. We maintain a foreign currency exchange rate risk management strategy that utilises derivatives to reduce our exposure to unanticipated fluctuations in earnings and cash flows caused by changes in foreign currency exchange rates.

We utilise derivatives to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk on future expected contract drilling expenses and capital expenditures denominated in various foreign currencies. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. As of 31 December 2017, we had derivatives outstanding to exchange an aggregate $188.4 million for various foreign currencies. Hedge accounting is not adopted.

We have net assets and liabilities denominated in numerous foreign currencies and use various strategies to manage our exposure to changes in foreign currency exchange rates. We occasionally enter into derivatives that hedge the fair value of recognised foreign currency denominated assets or liabilities, thereby reducing exposure to earnings fluctuations caused by changes in foreign currency exchange rates. We do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of 31 December 2017, we held derivatives not designated as hedging instruments to exchange an aggregate $131.1 million for various foreign currencies.

If we were to incur a hypothetical 10% adverse change in foreign currency exchange rates, net unrealised losses associated with our foreign currency denominated assets and liabilities as of 31 December 2017 would approximate $13.1 million. Approximately $13.1 million of these unrealised losses would be offset by corresponding gains on the derivatives utilised to offset changes in the fair value of net assets and liabilities denominated in foreign currencies.

We utilise derivatives and undertake foreign currency exchange rate hedging activities in accordance with our established policies for the management of market risk. We mitigate our credit risk relating to counterparties of our derivatives through a variety of techniques, including transacting with multiple, high-quality financial institutions, thereby limiting our exposure to individual counterparties and by entering into International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. The terms of the ISDA agreements may also include credit support requirements, cross default provisions, termination events or set-off provisions. Legally enforceable master netting agreements reduce credit risk by providing protection in bankruptcy in certain circumstances and generally permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.

We do not enter into derivatives for trading or other speculative purposes. We believe that our use of derivatives and related hedging activities reduces our exposure to foreign currency exchange rate risk and does not expose us to material credit risk or any other material market risk. All our derivatives mature during the next 18 months.

## Policy and practice on payment of creditors

Statutory regulations issued under the UK Companies Act 2006 require companies to make a statement of their policy and practice in respect of the payment of trade creditors. Individual operating companies are responsible for agreeing terms and conditions for their business transactions and ensuring that suppliers are aware of the terms of payment. At year end, there were 58 days (2016: 45 days) of purchases in trade creditors.



## Political contributions

The company did not make any political contributions during the year (2016: nil).

## Employee matters included in the strategic report

Disclosures relating to employees are presented in the strategic report.

## Disclosure of information to auditor

The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

## Auditor

In accordance with Section 489 of the UK Companies Act 2006, a resolution for the re-appointment of KPMG LLP as statutory auditor of the company is to be proposed at the forthcoming annual general meeting.

By order of the board

/s/ Carl G. Trowell

Carl G. Trowell

Director, Chief Executive Officer

and President

6 Chesterfield Gardens

London

W1J 5BQ

23 March 2018



## Directors' remuneration report

## Introduction

Ensko plc's ("we," "our" or the "company") Board of Directors (the "Board") believes that our current programme is competitive and appropriate within the market where we primarily compete for directors and executive talent. However, we are sensitive to the compensation governance practices prevalent in the United Kingdom and recognise that some characteristics of our current programmes may not be consistent with those practices. Some characteristics of our programmes that differ from typical UK practice but are common and competitively appropriate within our market include:

- Awards of time-vested restricted shares to executives: restricted shares are a common award type among our compensation and performance peer groups and are intended to help encourage retention, facilitate long-term share ownership and further align our executive directors with our shareholders' interests. In 2017, time-vested restricted shares made up 50% of our executive director's annual long-term incentive awards. The other 50% was granted in the form of performance unit awards that will be settled in cash at the end of a three-year performance cycle, which are contingent upon achievement of certain levels of total shareholder return ("TSR") and return on capital employed ("ROCE") relative to our performance peer group.

- The use of equity for compensating non-executive directors: equity is a common component of non-executive director compensation within our compensation and performance peer groups, where it is widely considered to be a "best practice" for non-executive directors to receive at least 50% of their annual compensation in equity.

Our director compensation programme takes into account the additional director responsibilities attendant with service on the board of a public limited company that is incorporated under the laws of England and Wales and listed on the New York Stock Exchange and subject to U.S. Securities and Exchange Commission reporting requirements, as compared with other public companies that are listed and incorporated in the U.S.

References in this Remuneration Report to the Board include the Board as well as any other relevant committees of the Board.

## 2017 compensation highlights

Below are highlights of the compensation-related decisions that impacted our executive director and non-executive directors during 2017:

- Base salary and retainers: In February 2017, the Board decided, for the third year in a row, to freeze the base salary for our executive director. There were no changes in 2017 to the retainers paid to our non-executive directors. In June 2016, the retainer for the Nominating and Governance Committee Chair was reduced by $5,000 and the annual grant of equity compensation awarded to each of our non-executive directors was reduced by $50,000.

- Ensko Cash Incentive Plan ("ECIP") performance measures shifted to emphasise key operational performance measures: The ECIP provides annual cash bonus incentives to participating employees, including our executive director, based on the achievement of short-term and medium-term performance goals. In February 2017, the Board decided, for the third year in a row, to freeze ECIP target bonus opportunity percentages for our executives, including our executive director, notwithstanding the company having achieved superior results in the prior year. In light of the company's focus on increasing backlog in 2017 and the expected continuing challenging market conditions, the Compensation Committee elected to replace earnings per share (EPS) with Backlog Days as an ECIP performance measure. Additionally, the weightings for Floaters and Jackups downtime goals were increased by 5% each with an offsetting decline to the weighting for EBITDA. These changes to the 2017 ECIP metrics and weightings were made with the objective of placing focus on improving operational performance and winning new contracts for our rigs. While some of these measures may conflict with the goal of maximising EBITDA over the short term, they are critical to maintaining strong customer relationships and to ensuring the long-term health and sustainability of the business, which will enable Ensko to emerge from the current downturn better positioned to succeed.

Our non-executive directors do not participate in the ECIP.

- Annual formula-derived ECIP bonuses for 2017 performance paid out at 127%: We achieved safety performance and Backlog Days in excess of our maximum goals. We achieved above-target performance for Floaters downtime and strategic team goals ("STGs") and above-threshold performance for EBITDA, Jackup downtime and Days Sales Outstanding ("DSO"). Safety achievements were the best in the company’s history.



- Long-term performance units paid out at 58% of target: With respect to performance units granted in 2015 with a three-year performance period ended 31 December 2017, we achieved a rank of 8 and 4 out of 9 performance peer group companies in relative Total Shareholder Return ("TSR") and Return on Capital Employed ("ROCE") performance, respectively. After giving effect to the decline in our share price over the three-year performance period, the realisable value of these awards as of the end of 2017 was less than 12% of the original grant date value.

Our executive director receives performance units. Our non-executive directors do not receive performance units.

- 2017 long-term performance unit grants shifted from equity to cash: For 2017 grants of performance unit awards, we retained the same performance measures used in 2016 (TSR and ROCE) but shifted from performance unit awards settled in shares or cash to performance unit awards settled in cash in order to help manage dilution of shareholder value through equity-based compensation.

- Retention awards approved for executive director: In February 2017, the Board approved cash-based retention awards for our executive officers, including our executive director, in order to address competitive pressures driven by the current downturn and to help ensure stability in our senior management team through the unprecedented industry downturn faced by the company. Based upon this evaluation, the Board determined that a cash retention grant for our executive director equal to 1.5x current annual salary per year for two years would provide an appropriate retention incentive. The first half of the award vested on 31 December 2017 and was paid in January 2018. Our executive director will earn the second half of the retention award if he remains employed with the company through 31 December 2018.



(1) EBITDA excludes net losses of $86.7 million relating to the Atwood acquisition, inclusive of transaction costs, and the settlement of an outstanding customer dispute relating to performance of drilling services beginning in mid-2011 through May 2012. As a result of the adjustments, the percent of target earned for EBITDA was increased from 69.4% to 98.3%.

(2) Performance results described in the above table exclude Atwood’s results.

Submitted by Rod Clark, Chairman of the Compensation Committee



## Board and Compensation Committee membership

The following table lists the current members of the Board and the Compensation Committee:

<table><tr><td>Board of Directors</td><td>Compensation Committee</td></tr><tr><td>Carl G. Trowell</td><td></td></tr><tr><td>J. Roderick Clark</td><td>Chairperson</td></tr><tr><td>Roxanne J. Decyk</td><td>Member</td></tr><tr><td>Mary E. Francis CBE</td><td></td></tr><tr><td>C. Christopher Gaut</td><td></td></tr><tr><td>Jack E. Golden</td><td></td></tr><tr><td>Gerald W. Haddock</td><td></td></tr><tr><td>Francis S. Kalman</td><td>Member</td></tr><tr><td>Keith O. Rattie</td><td></td></tr><tr><td>Paul E. Rowsey, III</td><td></td></tr><tr><td>Phil D. Wedemeyer</td><td></td></tr></table>

Mr. Trowell is the only executive director currently on the Board. Mr. Trowell was appointed to the Board on 2 June 2014. Mr. Trowell does not receive additional compensation for his services as a director. All other members of the Board are non-executive directors.

## Compensation methodology and process

In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our general and executive compensation philosophy, plans and programmes, the Board and Compensation Committee rely on outside experts to assist in their deliberations. During 2017, the Board and Compensation Committee received compensation advice and data from Pearl Meyer & Partners, LLC ("Pearl Meyer"). The Board and Compensation Committee also received data regarding compensation trends, issues and recommendations from management.

Pearl Meyer was engaged by the Compensation Committee to provide counsel regarding:

• Compensation philosophy and practices, including executive and non-executive director compensation;

• Peer group composition;

• Compensation programme design;

• Short-term and long-term incentive plan administration; and

• Competitive compensation analysis for executive officers and non-executive directors.

With respect to non-executive director compensation, Pearl Meyer reviewed the company's philosophy and practices regarding general Board compensation, committee compensation, committee chair compensation and non-executive director equity award programmes. In connection with these reviews, Pearl Meyer provided the Compensation Committee with comparative market assessments of executive and non-executive director compensation levels, including information relative to compensation trends and retention prevailing practices.

In addition to providing the Board and Compensation Committee with information regarding compensation trends in the general marketplace, compensation practices of other companies in the drilling and oilfield services industries and regulatory compliance developments, Pearl Meyer also evaluated certain data that our Human Resources department submitted to the Compensation Committee regarding incentive compensation calculations for awards payable under the ECIP and the LTIP.

The Compensation Committee meets regularly in executive session with Pearl Meyer outside the presence of management. Pearl Meyer did not provide any services to the company or management other than services requested by or with the approval of the Compensation Committee, and its services were limited to executive and non-executive director compensation consulting.

Fees paid to Pearl Meyer by the company during 2017 (approximately $287,500) were less than 1% of Pearl Meyer’s total turnover.



The Compensation Committee regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

We compete for executive-level talent with oilfield service companies as well as other industries and professions. To provide guidance to the Board and Compensation Committee, comparative salary data is obtained from several sources, including Pearl Meyer, industry-specific surveys and compensation peer company proxy statements filed with the U.S. Securities and Exchange Commission. Each year, Pearl Meyer reviews with the Compensation Committee the composition of the compensation and performance peer groups. Our compensation peer group, which was approved by the Compensation Committee for 2017 in consultation with Pearl Meyer, was composed of 12 drilling and oilfield services companies of a similar overall size and historical financial performance. The compensation peer group for 2017 was the same as our compensation peer group for 2016.

## Compensation risk

The Compensation Committee carefully considers the relationship between risk and our overall compensation policies, programmes and practices for the Chairman, Chief Executive Officer and non-executive directors. The Compensation Committee continually monitors the company's general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the company. The Compensation Committee has determined that the company's compensation plans and policies do not encourage excessive risk-taking.

The Compensation Committee also paid particular attention to potential unintended consequences associated with the establishment of the ECIP and performance unit award goals and related measurement criteria under the Long Term Incentive Plan ("LTIP"). In formulating such goals and performance criteria, the Compensation Committee focused on matters such as safety performance, financial performance, relative TSR, relative ROCE and STGs. The Compensation Committee determined that such goals and performance criteria did not encourage participation in high-risk activities that are reasonably likely to have a material adverse effect on the company.

In addition, the Compensation Committee believes that there are numerous governance characteristics of our compensation programmes that serve to mitigate excessive risk taking. We have clawback and award disqualification provisions in place in the LTIP awards and through the ECIP.

## Remuneration policy summary for executive directors

Our current Remuneration Policy, which was approved at the Annual General Meeting on 22 May 2017, will apply until the 2020 Annual General Meeting of Shareholders, unless revised by a vote of shareholders ahead of that time. A copy of the Remuneration Policy is being provided to our shareholders as an annex to our proxy statement for our 2018 Annual General Meeting of Shareholders. Our proxy statement is available at www.proxyvote.com. The following is a summary of the Remuneration Policy as it applies to executive directors:

<table><tr><td>Element</td><td>Purpose and Link to Strategy</td><td>Operation</td><td>Maximum Opportunity \( ^{(1)} \)</td><td>Performance Measures</td><td>Clawback/Award Disqualification \( ^{(2)} \)</td></tr><tr><td>Salary and Fees</td><td>Attract and retain high performing individuals reflecting market value of role and the executive director&#x27;s skills, experience and performance.</td><td>Salaries are set by the Board and are reviewed annually taking into account the executive director&#x27;s role, experience and performance and by reference to the median salary paid to executive directors of our compensation peer group companies. Salary increases typically take effect in the first quarter of each year.</td><td>Salary increases will ordinarily be in line with increases awarded to other employees in the company and will not ordinarily exceed 10% per year. Salary adjustments may be made to reflect wider market conditions in the geography in which the individual operates.</td><td>None, although overall performance of the individual is considered by the Board when setting salaries annually.</td><td>Not applicable</td></tr></table>



<table><tr><td>Element</td><td>Purpose and Link to Strategy</td><td>Operation</td><td>Maximum Opportunity(1)</td><td>Performance Measures</td><td>Clawback/Award Disqualification(2)</td></tr><tr><td>Benefits</td><td>Competitive benefits taking into account market value and benefits offered to the wider UK and U.S. management population.</td><td>Benefits include, but are not limited to, health insurance, life insurance and annual executive health physicals. Benefits include provisions for relocation assistance upon appointment when applicable. Overseas allowance and reimbursement components could include: monthly housing allowance; cost of living allowance; transportation allowance; annual home leave allowance; dependents&#x27; schooling assistance; tax equalisation for certain overseas allowance and reimbursement benefits; foreign service premium; supplemental equity awards and other similar benefits. Benefit provision is tailored to reflect market practice in the geography in which the executive director is based and different policies may apply if current or future executive directors are based in a different country.</td><td>Set at a level the Board considers appropriate as compared to benefits offered in connection with comparable roles by companies of a similar size in the relevant market. Executive director benefits will ordinarily be in line with benefits offered to other salaried employees. The Board reserves the discretion to increase its spend on benefits in appropriate circumstances such as in response to an increase in benefits costs. The Board further reserves the discretion to introduce new benefits where it concludes that it is in the interests of the company to do so, having regard for the particular circumstances.</td><td>None</td><td>Not applicable</td></tr><tr><td>Annual Cash Bonus</td><td>Incentive delivery of company strategic objectives and enhance performance on an annual basis.</td><td>Awards are provided to the executive director through the Ensco Cash Incentive Plan (the &quot;ECIP&quot;). Awards are tied to achievement of specific performance measures and are paid out in cash after the end of the financial year based on performance against the targets and performance measures set annually by the Board.</td><td>The maximum ECIP payout is $5 million per year. The maximum payout is established as two times the target payout. The threshold payout is one-half of target payout.</td><td>Performance metrics are formula-derived and selected annually based on the current business objectives. The Board may select performance measures from a list of financial, business and operational goals set forth in the ECIP, as it may be amended, restated or replaced from time to time.(3)</td><td>The Board will seek to reduce the size of cash incentive awards for executive directors who violate our Code of Business Conduct Policy or in the case of certain financial restatements.</td></tr><tr><td>Employer Matching and Profit Sharing Programmes</td><td>Incentive the delivery of company strategic targets.</td><td>The executive director may participate in the employer matching and profit sharing provisions of our defined contribution savings plans on a tax-deferred basis.</td><td>The maximum total matching contribution annually is 5% of eligible salary. Annual profit sharing distributions are limited to a maximum of 10% of eligible employee salary. The Board may set a higher level in exceptional circumstances or to reflect local practice and regulation, if relevant.</td><td>None</td><td>Not applicable</td></tr></table>



<table><tr><td>Element</td><td>Purpose and Link to Strategy</td><td>Operation</td><td>Maximum Opportunity(1)</td><td>Performance Measures</td><td>Clawback/Award Disqualification(2)</td></tr><tr><td>Long-Term Incentive Plan (“LTIP”)(4)</td><td>Incentivise long-term company financial performance in line with the company’s strategy and long-term shareholder returns.</td><td>Awards will normally be made annually under the LTIP. The Board also has a practice of granting special equity awards to newly-hired or promoted officers and may grant special equity awards to ensure the retention of officers and to further support our succession planning efforts.</td><td>The maximum aggregate grant date fair value of awards under the LTIP made to a participant will not exceed $10 million per year.</td><td>Awards of share options, restricted share awards and restricted share unit awards will be time-based and are not subject to performance measures.</td><td rowspan="2">The Board will seek to claw back or reduce equity incentive awards for executive directors who violate our Code of Business Conduct Policy or in the case of certain financial restatements.</td></tr><tr><td></td><td>Promote alignment with shareholders by tying executive compensation to creation of long-term shareholder value and encouraging executives to build meaningful equity ownership stakes.</td><td>Awards will take the form of either share options, restricted share awards, restricted share unit awards, stock appreciation rights, performance awards and performance unit awards. Except in exceptional circumstances, awards will generally vest over a three year period.</td><td>Awards will take the form of either share options, restricted share awards, stock appreciation rights, performance awards and performance unit awards. Except in exceptional circumstances, awards will generally vest over a three year period.</td><td>Performance awards and performance unit awards are earned at the end of a pre-determined period subject to performance against pre-determined performance measures and targets.</td></tr><tr><td></td><td></td><td>Participation and individual award levels will be determined at the discretion of the Board within the terms of the LTIP.</td><td>Participation and individual award levels will be determined at the discretion of the Board within the Terms of the LTIP.</td><td>The Board may select performance measures from a list of financial, business and operational goals set forth in the LTIP, as it may be amended, restated or replaced from time to time.(5)</td><td>The Board may select performance measures from a list of financial, business and operational goals set forth in the LTIP, as it may be amended, restated or replaced from time to time.(5)</td></tr><tr><td></td><td></td><td>Performance awards and performance unit awards may be settled in cash, shares or a combination of cash and shares.</td><td>Performance awards and performance unit awards may be settled in cash, shares or a combination of Cash and shares.</td><td>The Board has discretion to amend the performance measures in exceptional circumstances if it considers it appropriate to do so, such as during cases of accounting changes, relevant merger and acquisition activity and any non-significant changes. Any such amendments would be fully disclosed in the following year&#x27;s remuneration report.</td><td>The Board has discretion to amend the performance measures in exceptional circumstances if it considers it appropriate to do so, such as during cases of accounting changes, relevant merger and acquisition activity and any non-significant changes. Any such amendments would be fully disclosed in the following year&#x27;s remuneration report.</td></tr></table>

(1) The Board reserves the right to make payments and to agree to make payments outside the Remuneration Policy in exceptional circumstances. The Board would only use this right where it believes the use is in the best interests of the company and when it would be impractical to seek prior specific approval of the shareholders of the company at a general meeting.

(2) The company has clawback provisions in its long-term incentive award agreements and award disqualification measures in the LTIP and the ECIP. Using this authority, the Board may seek to claw back or reduce equity incentive awards or reduce the size of cash incentive awards for executive officers, including executive directors, who violate our Code of Business Conduct or in the case of certain financial restatements (including application of the provisions of the Sarbanes-Oxley Act of 2002, as amended, in the event of a restatement of our earnings).

(3) Performance measures that may be selected by the Board in granting an ECIP award include: (a) net income as a percentage of revenue; (b) earnings per share (EPS); (c) return on net assets employed before interest and taxes (RONAEBIT); (d) operating margin as a percentage of revenue; (e) safety performance relative to industry standards and the company annual target; (f) strategic team goals (STGs); (g) net operating profit after taxes; (h) net operating profit after taxes per share; (i) return on invested capital; (j) return on assets or net assets; (k) total stockholder return (TSR); (l) return on capital employed (ROCE); (m) relative total stockholder return (as compared with a peer group of the company or other appropriate index); (n) earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortisation (EBIT, EBITDA); (o) net income; (p) free cash flow; (q) free cash flow per share; (r) revenue (or any component thereof); (s) revenue growth; (t) days sales outstanding (DSO); (u) downtime for any asset; (v) backlog related measures or (w) any other performance objective approved by the shareholders of the company in accordance with Section 162(m) of the U.S. Internal Revenue Code of 1986. For example, the 2016 ECIP awards were made to the executive director based on the following performance measures: EBITDA; EPS; DSO; Safety (TRIR); Downtime for Floaters and Jackups and STGs.

(4) Under the LTIP, the Board may grant, in addition to the restricted shares and performance unit awards under the previous Remuneration Policy, share options, restricted share unit awards, stock appreciation rights and performance awards, to align the policy with the awards that could be granted under the terms of the LTIP.

(5) Performance measures that may be selected by the Board in granting a LTIP performance award or performance unit award include: (a) net income as a percentage of revenue; (b) earnings per share (EPS); (c) return on net assets employed before interest



and taxes (RONAEBIT); (d) operating margin as a percentage of revenue; (e) safety performance relative to industry standards and the company annual target; (f) strategic team goals (STGs); (g) net operating profit after taxes; (h) net operating profit after taxes per share; (i) return on invested capital; (j) return on assets or net assets; (k) total shareholder return (TSR); (l) relative total shareholder return (as compared with a peer group of the company or other appropriate index) (relative TSR); (m) absolute return on capital employed (absolute ROCE); (n) relative return on capital employed (as compared with a peer group of the company or other appropriate index) (relative ROCE); (o) earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortisation (EBIT, EBITDA, EBITDA); (p) net income; (q) free cash flow; (r) free cash flow per share; (s) revenue (or any component thereof); (t) revenue growth; (u) backlog related measures or (v) any other performance objective approved by the holders of Shares, in accordance with Section 162(m) of the U.S. Internal Revenue Code of 1986. For example, performance unit awards were granted to the executive director based upon long-term relative performance criteria during 2016 for the performance period beginning 1 January 2016 and ending 31 December 2018 based upon the relative TSR and Relative ROCE performance measures.

## Total shareholder return

The chart below presents a comparison of the six-year cumulative total return, assuming $100 invested on 31 December 2009 for Ensco plc, the Standard and Poor's MidCap 400 Index and a self-determined peer group. Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date. Since Ensco operated exclusively as an offshore drilling company, a self-determined peer group composed exclusively of major offshore drilling companies has been included as a comparison.* Ensco is no longer part of the Standard & Poor's 500 Stock Price Index. The Standard & Poor's MidCap 400 Index includes Ensco and has been included as a comparison.

COMPARISON OF CUMULATIVE TOTAL RETURN*
Among Ensco plc, the S&P MidCap 400 Index and Peer Group



$100 invested on 12/31/09; includes the reinvestment of dividends in the same security on the ex-dividend date.

*The self-determined peer group is weighted according to market capitalization at the beginning of each year and consists of the following companies: Transocean Ltd., Diamond Offshore Drilling Inc., Noble Corp., SeaDrill Ltd., and Rowan Companies plc.

## Share price

The highest and lowest prices of the company's Class A ordinary shares during the year ended 31 December 2017 were $11.73 and $4.14, respectively. The closing market price of the company's Class A ordinary shares on 31 December 2017 was $5.91.

## Information subject to audit

The auditors are required to report on the information contained in the Share Price section above and tables A, B, C, D, E and F below.

## Remuneration of Chief Executive Officer

The Chief Executive Officer, our only current executive director, does not receive any additional compensation for his services as director.

A longstanding objective of the Board has been to motivate, reward and retain our Chief Executive Officer by means of equity compensation through our LTIP. The value of equity awards over time bears a direct relationship to the market price



of our shares, which the Board believes will promote alignment with shareholders, instil a sense of ownership and shareholder perspective that will manifest itself in positive and sustainable long-term performance and provide a strong retentive element to our compensation programme. In order to accomplish these goals, our approach to long-term incentive compensation included a combination of time-vested and performance-based long-term incentive awards. The tables below summarise total Chief Executive Officer remuneration and include annual bonus payouts and performance unit awards vesting as a percentage of maximum opportunity for the current year and previous four years.

Mr. Trowell was hired as our President and Chief Executive Officer on 2 June 2014. Upon hiring Mr. Trowell, Daniel W. Rabun retired as Chief Executive Officer but remained employed by the company as an executive director to serve as Chairman of the Board of Directors until 18 May 2015. The remuneration disclosed in the table below reflects the total remuneration for Mr. Trowell since his appointment as Chief Executive Officer in June 2014.

<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td><td>2014 \( ^{(1)} \)</td></tr><tr><td>Total Remuneration</td><td>$ 5,906,374</td><td>$ 4,550,662</td><td>$ 4,933,408</td><td>$ 7,758,001</td></tr><tr><td>Annual Bonus as a Percentage of Maximum</td><td>64%</td><td>50%</td><td>69%</td><td>30%</td></tr><tr><td>Performance Awards Vesting as a Percentage of Maximum</td><td>12%</td><td>7%</td><td>N/A</td><td>N/A</td></tr></table>

(1) In connection with Mr. Trowell's hiring, he was granted a make-whole restricted share award subject to a three-year cliff vesting of $4.0 million.

The remuneration disclosed below reflects the total remuneration for Mr. Rabun from 2009 through his retirement as Chief Executive Officer in June 2014, including a prorated annual bonus payout during 2014:

<table><tr><td></td><td>2014</td><td>2013</td><td>2012</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>Total Remuneration</td><td>$ 5,835,655</td><td>$ 9,878,742</td><td>$ 10,188,238</td><td>$ 10,897,191</td><td>$ 7,152,858</td><td>$ 4,619,128</td></tr><tr><td>Annual Bonus as a Percentage of Maximum</td><td>30%</td><td>54%</td><td>77%</td><td>61%</td><td>68%</td><td>66%</td></tr><tr><td>Performance Awards Vesting as a Percentage of Maximum</td><td>30%</td><td>40%</td><td>66%</td><td>43%</td><td>77%</td><td>57%</td></tr></table>

## Remuneration of Executive Director - Table A

The compensation paid to our executive director for the fiscal years ended 31 December 2017, 2016 and 2015 is reported in the tables below.

<table><tr><td>Name</td><td>Year</td><td>Salary and Fees (\()</td><td>Taxable Benefits (\)) (2)</td><td>Annual Incentives (\)) (3)</td><td>Long-Term Incentives (\)) (4)</td><td>Pensions (\))</td><td>Other (\)) (5)</td><td>Total (\))</td></tr><tr><td rowspan="3">Carl G. Trowell(1)</td><td>2017</td><td>772,800</td><td>92,236</td><td>3,583,027</td><td>299,111</td><td>—</td><td>1,159,200</td><td>5,906,374</td></tr><tr><td>2016</td><td>816,000</td><td>163,513</td><td>3,397,608</td><td>173,541</td><td>—</td><td>—</td><td>4,550,662</td></tr><tr><td>2015</td><td>893,820</td><td>189,230</td><td>3,850,358</td><td>—</td><td>—</td><td>—</td><td>4,933,408</td></tr></table>

(1) Mr. Trowell was appointed to the Board on 2 June 2014.

(2) Taxable benefits provided to our executive director include the following:

<table><tr><td>Name</td><td>Year</td><td>Group Term Life Insurance</td><td>Dividends on Share Awards*</td><td>Other</td><td>Total</td></tr><tr><td rowspan="3">Carl G. Trowell</td><td>2017</td><td>$ 605</td><td>$ 52,991</td><td>$ 38,640</td><td>$ 92,236</td></tr><tr><td>2016</td><td>$ 639</td><td>$ 80,334</td><td>$ 82,540</td><td>$ 163,513</td></tr><tr><td>2015</td><td>$ 618</td><td>$ 117,851</td><td>$ 70,761</td><td>$ 189,230</td></tr></table>



* The amounts disclosed in this column represent the dividends or dividend equivalents earned and paid during 2017, 2016 and 2015 on the director's unvested restricted shares and share units and the 2014-2016 performance unit awards and the dividends that are to be paid for the 2015-2017 performance unit awards.

(3) The amounts disclosed in this column represent the aggregate grant-date fair value of restricted share awards or units granted during the respective year and bonuses awarded for the respective years pursuant to the ECIP.

(4) The amounts disclosed in this column represent aggregate amounts received or receivable in respect of performance unit awards where final vesting is or was determined as a result of the achievement of performance measures or targets relating to a period ending in the relevant financial year. Please see below for further information on individual award calculations and performance unit awards outstanding at the beginning and end of 2017.

The following table sets forth information regarding the components of annual incentives earned by our executive director for the fiscal years ended 31 December 2017, 2016 and 2015:

<table><tr><td rowspan="2">Name</td><td rowspan="2">Year</td><td colspan="2">Restricted Share Awards</td><td>ECIP</td><td>Total</td></tr><tr><td>(\()</td><td>(\()</td><td>(\()</td><td>(\()</td></tr><tr><td>Carl G. Trowell</td><td>2017</td><td>2,500,025</td><td>1,083,002</td><td>3,583,027</td><td></td></tr><tr><td></td><td>2016</td><td>2,500,008</td><td>897,600</td><td>3,397,608</td><td></td></tr><tr><td></td><td>2015</td><td>2,500,028</td><td>1,350,330</td><td>3,850,358</td><td></td></tr></table>

During 2017, the Board approved financial, safety performance and STGs for our executive officers, including our executive director, for the 2017 plan year. The ECIP performance measures and actual results for the executive officers for the 2017 plan year were as follows:

2017 ECIP PERFORMANCE MEASURES

<table><tr><td>Performance Measure</td><td>Weighting</td><td>Threshold</td><td>Target</td><td>Maximum</td><td>Actual Results</td><td>% of Target Earned</td></tr><tr><td>EBITDA(1)</td><td>30.0%</td><td>$ 375,000</td><td>$ 525,000</td><td>$ 625,000</td><td>$ 519,850</td><td>29.5%</td></tr><tr><td>Backlog Days(2)</td><td>10.0%</td><td>4,500</td><td>5,500</td><td>6,500</td><td>7,901</td><td>20.0%</td></tr><tr><td>DSO(2)</td><td>10.0%</td><td>76</td><td>66</td><td>56</td><td>69</td><td>8.5%</td></tr><tr><td>TRIR(2)</td><td>10.0%</td><td>0.40</td><td>0.30</td><td>0.20</td><td>0.14</td><td>20.0%</td></tr><tr><td>Downtime - Floaters(2)</td><td>10.0%</td><td>4.50%</td><td>3.50%</td><td>1.50%</td><td>1.93%</td><td>17.9%</td></tr><tr><td>Downtime - Jackups(2)</td><td>10.0%</td><td>1.70%</td><td>1.35%</td><td>1.00%</td><td>1.60%</td><td>6.4%</td></tr><tr><td>STGs</td><td>20.0%</td><td>1.00</td><td>2.00</td><td>4.00</td><td>2.51</td><td>25.1%</td></tr><tr><td>TOTAL AWARD</td><td>100%</td><td></td><td></td><td></td><td></td><td>127.4%</td></tr></table>

(1) EBITDA excludes net losses of $86.7 million relating to the Atwood acquisition, inclusive of transaction costs, and the settlement of an outstanding customer dispute relating to performance of drilling services beginning in mid-2011 through May 2012. As a result of the adjustments, the percent of target earned for EBITDA was increased from 69.4% to 98.3%.

(2) Performance results in the above table exclude Atwood’s operational, safety and financial post-close results.

Individual Award Calculation

<table><tr><td>Executive Officer</td><td>2017 Target Opportunity</td><td>x</td><td>Weighted % of Target Earned</td><td>=</td><td>Formula-Derived ECIP Award</td><td>+</td><td>Discretionary Adjustment ($)</td><td>=</td><td>Actual ECIP Award</td></tr><tr><td>Mr. Trowell</td><td>$ 850,080</td><td></td><td>127.4%</td><td>$ 1,083,002</td><td></td><td>—</td><td></td><td>$ 1,083,002</td><td></td></tr></table>



The performance measures and actual results for performance unit awards granted under the LTIP during 2015 for the performance period beginning 1 January 2015 and ending 31 December 2017 were as follows:

<table><tr><td>Performance Measure</td><td>Weight</td><td>Threshold</td><td>Target</td><td>Maximum</td><td>Actual Results</td><td>% of Target Payout Achieved</td></tr><tr><td rowspan="3">Relative TSR</td><td rowspan="3">50%</td><td>Rank</td><td>Between 4 and</td><td></td><td></td><td></td></tr><tr><td>Award</td><td>7 of 9</td><td>5 of 9</td><td>1 of 9</td><td></td></tr><tr><td>Multiplier</td><td>0.32</td><td>1.0</td><td>2.00</td><td>8</td></tr><tr><td rowspan="3">Relative ROCE</td><td rowspan="3">50%</td><td>Rank</td><td>Between 4 and</td><td></td><td></td><td></td></tr><tr><td>Award</td><td>7 of 9</td><td>5 of 9</td><td>1 of 9</td><td></td></tr><tr><td>Multiplier</td><td>0.32</td><td>1.0</td><td>2.00</td><td>4</td></tr></table>

Performance unit awards granted under the LTIP during 2015 for the performance period beginning 1 January 2015 and ending 31 December 2017 were paid to our executive director in shares in March 2018 as follows in the table below.

<table><tr><td></td><td></td><td>Relative TSR</td><td>Relative ROCE</td><td>Total Shares Earned</td><td>Total Value of Shares Earned*</td></tr><tr><td>Carl G. Trowell</td><td></td><td>—</td><td>50,611</td><td>50,611</td><td>$ 299,111</td></tr></table>

 \( ^{*} \) Performance unit awards valued based on the share closing price of 5.91 on 31 December 2017.

(5) The amount disclosed in this column consists of the portion of the retention award that vested on 31 December 2017 and was paid in January 2018. See "2017 Compensation Highlights" in this remuneration report for further information.

## Performance unit awards - Table B

The following table sets forth information regarding performance unit awards outstanding at the beginning and end of 2017 for our executive director. Our non-executive directors do not receive performance unit awards.

<table><tr><td></td><td>Date of Grant</td><td>End of Period Over Which Qualifying Conditions Must be Fulfilled for Each Award(1)</td><td>Grant-date Fair Value of Performance Unit Awards at Beginning of FY (2)(3)(4)</td><td>Grant-date Fair Value of Performance Unit Awards Granted During the FY (3)(2)(3)(4)</td><td>Actual Payout Related to Awards Which Vested During the FY (3)</td><td>Grant-date Fair Value of Performance Unit Awards at End of FY (3)(2)(3)(4)</td></tr><tr><td rowspan="4">Carl G. Trowell</td><td>2/6/2014</td><td>31/12/2016</td><td>2,500,009</td><td>—</td><td>173,541</td><td>—</td></tr><tr><td>23/2/2015 (5)</td><td>31/12/2017</td><td>2,499,984</td><td>—</td><td>N/A</td><td>2,499,984</td></tr><tr><td>3/3/2016</td><td>31/12/2018</td><td>2,275,000</td><td>—</td><td>N/A</td><td>2,275,000</td></tr><tr><td>6/3/2017</td><td>31/12/2019</td><td>—</td><td>2,500,000</td><td>N/A</td><td>2,500,000</td></tr></table>

(1) Performance unit awards are measured over a three-year performance period. Any amounts earned under the performance unit awards are not payable until after the close of the performance period. Performance awards are subject to forfeiture if the recipient leaves the company prior to award payout.

(2) Grant-date fair value for performance unit awards is measured using the estimated probable payout on the grant date. The performance unit awards are based upon financial performance measured over the three-year performance period. Performance unit awards granted in 2017 are denominated and paid in cash. Performance unit awards granted in 2015 and 2016 are denominated in units and may be settled in shares or cash at the sole discretion of the Board. The goals for the performance unit awards granted have three performance bands: a threshold, a target and a maximum. If the minimum threshold for the respective financial performance measure is not met, no amount will be paid for that component. Payments are calculated using straight-line interpolation for performance between the threshold and target and between the target and maximum for each component.

(3) TSR is defined as dividends paid during the performance period plus the ending share price of the performance period minus the beginning share price of the performance period, divided by the beginning share price of the performance period. Beginning and ending share prices are based on the average closing prices during the quarter preceding the performance period and the final quarter of the performance period, respectively. ROCE is defined as net income from continuing operations, adjusted for certain nonrecurring gains and losses, plus after-tax net interest expense, divided by total equity as of 1 January of the respective year plus the average of the long-term debt balances as of 1 January and 31 December of the respective year.



(4) The company's relative performance is evaluated against a group of eight performance peer companies, consisting of Diamond Offshore Drilling, Inc., Helmerich & Payne, Inc., Hercules Offshore, Inc., Nabors Industries Ltd., Noble Corporation, Parker Drilling Company, Rowan Companies plc and Transocean Ltd. If the group decreases in size during the performance period as a result of mergers, acquisitions or economic conditions, the applicable multipliers will be adjusted to pre-determined amounts based on the remaining number of performance peer group companies for the two relative performance measures.

(5) The performance unit award for the performance period beginning 1 January 2015 and ending 31 December 2017 was paid in shares in March 2018.

## Remuneration of non-executive directors

The Remuneration Policy, which was approved at the Annual General Meeting on 22 May 2017, will apply until the 2020 Annual General Meeting of Shareholders. The following is a summary of the Current Remuneration Policy as it applies to non-executive directors:

<table><tr><td>Element</td><td>Purpose and Link to Strategy</td><td>Operation</td><td>Maximum Opportunity</td></tr><tr><td>Fees</td><td>Attract and retain qualified candidates.</td><td>Reviewed annually by the Board by reference to the median of our compensation peer group companies. Compensation adjustments, if applicable, are normally effective from on or around 1 June. Adjustments will not ordinarily exceed 10% per annum. The Chairman of the Board and the chairs of the Audit, Compensation and Nominating and Governance Committees receive additional retainers to compensation for their roles. The additional retainer for the Chairman of the Board and the committee chairs are established by reference to the market median of our compensation peer group companies. No eligibility for bonuses or retirement benefits. Compensation also includes an annual award of stock-based compensation under the LTIP that is not subject to performance tests. Annual equity awards made to the Chairman of the Board and to other non-executive directors.</td><td>No prescribed maximum annual increase.</td></tr><tr><td>Benefits</td><td>Attract and retain qualified candidates.</td><td>Travel to Board meeting locations or the location of other company business. Eligible to participate in U.S. and UK group health and welfare insurance plans.</td><td>None</td></tr></table>



## Non-executive directors compensation - Table C

The compensation paid to our non-executive directors for the fiscal years ended 31 December 2017 and 2016 is reported in the tables below. The compensation paid to non-executive directors includes an element of equity-based compensation, designed to provide greater alignment of interests between non-executive directors and the company's shareholders. This equity-based compensation is not subject to the achievement of performance metrics given the nature of the role performed by the non-executive directors.

<table><tr><td>Name</td><td>Year</td><td>Salary and Fees (\()</td><td>Taxable Benefits (\)) (1)</td><td>Annual Incentives (\)) (2)</td><td>Total (\))</td></tr><tr><td rowspan="2">J. Roderick Clark</td><td>2017</td><td>115,000</td><td>14,909</td><td>200,009</td><td>329,918</td></tr><tr><td>2016</td><td>115,000</td><td>12,185</td><td>200,016</td><td>327,201</td></tr><tr><td rowspan="2">Roxanne J. Decyk</td><td>2017</td><td>100,000</td><td>17,796</td><td>200,009</td><td>317,805</td></tr><tr><td>2016</td><td>100,000</td><td>12,368</td><td>200,016</td><td>312,384</td></tr><tr><td rowspan="2">Mary E. Francis CBE</td><td>2017</td><td>100,000</td><td>5,566</td><td>200,009</td><td>305,575</td></tr><tr><td>2016</td><td>100,000</td><td>3,010</td><td>200,016</td><td>303,026</td></tr><tr><td rowspan="2">C. Christopher Gaut</td><td>2017</td><td>100,000</td><td>7,343</td><td>200,009</td><td>307,352</td></tr><tr><td>2016</td><td>100,000</td><td>1,282</td><td>200,016</td><td>301,298</td></tr><tr><td rowspan="2">Jack E. Golden</td><td>2017</td><td>48,641</td><td>238</td><td>130,419</td><td>179,298</td></tr><tr><td>2016</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td rowspan="2">Gerald W. Haddock</td><td>2017</td><td>100,000</td><td>18,726</td><td>200,009</td><td>318,735</td></tr><tr><td>2016</td><td>100,000</td><td>12,419</td><td>200,016</td><td>312,435</td></tr><tr><td rowspan="2">Francis S. Kalman</td><td>2017</td><td>100,000</td><td>17,175</td><td>200,009</td><td>317,184</td></tr><tr><td>2016</td><td>100,000</td><td>13,200</td><td>200,016</td><td>313,216</td></tr><tr><td rowspan="2">Keith O. Rattie</td><td>2017</td><td>120,000</td><td>16,274</td><td>200,009</td><td>336,283</td></tr><tr><td>2016</td><td>120,000</td><td>12,314</td><td>200,016</td><td>332,330</td></tr><tr><td rowspan="2">Paul E. Rowsey, III</td><td>2017</td><td>210,000</td><td>11,745</td><td>275,015</td><td>496,760</td></tr><tr><td>2016</td><td>211,250</td><td>9,062</td><td>275,025</td><td>495,337</td></tr><tr><td rowspan="2">Phil D. Wedemeyer</td><td>2017</td><td>48,641</td><td>238</td><td>130,419</td><td>179,298</td></tr><tr><td>2016</td><td>—</td><td>—</td><td>—</td><td>—</td></tr></table>

(1) Taxable benefits provided to our non-executive directors include dividends on non-vested restricted share awards, payments made by the company on the behalf of the directors for contributions to group health and welfare insurance and payments made by the company to reimburse directors for business expenses incurred in connection with the attendance of Board meetings in the UK, which are subject to UK income tax.

The payments made by the company to each director during 2017 and 2016 as reimbursement for business expenses incurred in connection with the attendance of Board meetings in the United Kingdom, which are subject to UK income tax are as follows:

<table><tr><td>Name</td><td>2017</td><td>2016</td></tr><tr><td>J. Roderick Clark</td><td>$ 3,643</td><td>$ 1,979</td></tr><tr><td>Roxanne J. Decyk</td><td>$ 6,530</td><td>$ 2,162</td></tr><tr><td>Mary E. Francis CBE</td><td>$ 2,871</td><td>$ 774</td></tr><tr><td>C. Christopher Gaut</td><td>$ 5,578</td><td>$ 246</td></tr><tr><td>Jack E. Golden</td><td>$ —</td><td>$ —</td></tr><tr><td>Gerald W. Haddock</td><td>$ 7,460</td><td>$ 2,213</td></tr><tr><td>Francis S. Kalman</td><td>$ 5,909</td><td>$ 2,994</td></tr><tr><td>Keith O. Rattie</td><td>$ 5,008</td><td>$ 2,108</td></tr><tr><td>Paul E. Rowsey, III</td><td>$ 9,337</td><td>$ 7,697</td></tr><tr><td>Phil D. Wedemeyer</td><td>$ —</td><td>$ —</td></tr></table>

(2) The non-executive director amounts disclosed in this column represent the aggregate grant-date fair value of restricted share units granted during the respective year.



## Time-vested restricted shares - Table D

The following table sets forth information regarding the number and amount of restricted share awards outstanding at the beginning and end of the fiscal year ended 31 December 2017 for each director serving on the Board during 2017:

<table><tr><td></td><td>Date of Grant</td><td>End of Period Over Which Qualifying Conditions Must be Fulfilled for Each Award(1)</td><td>Restricted Shares/Units Outstanding at Beginning of FY (#)</td><td>Restricted Shares/Units Granted During the FY (#)</td><td>Restricted Shares/Units Which Vested During the FY (#)</td><td>Market Price Per Share on Date of Grant ($)</td><td>Market Price Per Share on Vesting of Award ($)</td><td>Income Realised Upon Vesting ($)</td><td>Restricted Shares/Units Outstanding at End of FY (#)</td></tr><tr><td>Carl G. Trowell</td><td>2/6/2014</td><td>2/6/2017 (2)</td><td>76,176</td><td>—</td><td>76,176</td><td>52.51</td><td>6.14</td><td>467,721</td><td>—</td></tr><tr><td></td><td>2/6/2014</td><td>2/6/2017 (3)</td><td>15,870</td><td>—</td><td>15,870</td><td>52.51</td><td>6.14</td><td>97,442</td><td>—</td></tr><tr><td></td><td>23/2/2015</td><td>1/3/2018 (3)</td><td>58,174</td><td>—</td><td>29,087</td><td>28.65</td><td>9.73</td><td>283,017</td><td>29,087</td></tr><tr><td></td><td>3/3/2016</td><td>3/3/2019 (3)</td><td>228,729</td><td>—</td><td>76,243</td><td>10.93</td><td>9.91</td><td>755,568</td><td>152,486</td></tr><tr><td></td><td>6/3/2017</td><td>6/3/2020 (3)</td><td>—</td><td>259,608</td><td>—</td><td>9.63</td><td>N/A</td><td>N/A</td><td>259,608</td></tr><tr><td>J. Roderick Clark</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>Roxanne J. Decyk</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>Mary E. Francis CBE</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>C. Christopher Gaut</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>Jack E. Golden</td><td>6/10/2017</td><td>6/10/2021 (5)</td><td>—</td><td>15,000</td><td>3,000</td><td>5.68</td><td>N/A</td><td>N/A</td><td>12,000</td></tr><tr><td></td><td>1/11/2017</td><td>1/11/2020 (4)</td><td>—</td><td>23,799</td><td>—</td><td>5.48</td><td>N/A</td><td>N/A</td><td>23,799</td></tr><tr><td>Gerald W. Haddock</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>Francis S. Kalman</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr><tr><td>Keith O. Rattie</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>7,124</td><td>—</td><td>3,562</td><td>23.40</td><td>6.32</td><td>22,512</td><td>3,562</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>20,727</td><td>—</td><td>6,909</td><td>9.65</td><td>6.32</td><td>43,665</td><td>13,818</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>31,647</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>31,647</td></tr></table>



<table><tr><td></td><td>Date of Grant</td><td>End of Period Over Which Qualifying Conditions Must be Fulfilled for Each Award(1)</td><td>Restricted Shares/Units Outstanding at Beginning of FY (#)</td><td>Restricted Shares/Units Granted During the FY (#)</td><td>Restricted Shares/Units Which Vested During the FY (#)</td><td>Market Price Per Share on Date of Grant ($)</td><td>Market Price Per Share on Vesting of Award ($)</td><td>Income Realised Upon Vesting ($)</td><td>Restricted Shares/Units Outstanding at End of FY (#)</td></tr><tr><td>Paul E. Rowsey, III</td><td>2/6/2014</td><td>2/6/2017 (4)</td><td>1,587</td><td>—</td><td>1,587</td><td>52.51</td><td>6.14</td><td>9,744</td><td>—</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018 (4)</td><td>9,260</td><td>—</td><td>4,630</td><td>23.40</td><td>6.32</td><td>29,262</td><td>4,630</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019 (4)</td><td>28,500</td><td>—</td><td>9,500</td><td>9.65</td><td>6.32</td><td>60,040</td><td>19,000</td></tr><tr><td></td><td>1/6/2017</td><td>1/6/2020 (4)</td><td>—</td><td>43,515</td><td>—</td><td>6.32</td><td>N/A</td><td>N/A</td><td>43,515</td></tr><tr><td>Phil D. Wedemeyer</td><td>1/11/2017</td><td>1/11/2020 (4)</td><td>—</td><td>23,799</td><td>—</td><td>5.48</td><td>N/A</td><td>N/A</td><td>23,799</td></tr></table>

(1) The end of period date noted in the table above refers to the date on which all restricted share awards and units for the grant identified have vested.

(2) Restricted share units granted in the form of time-vested restricted shares that cliff vest after three years.

(3) Restricted share units vest (restrictions lapse) at a rate of 33% each year over a three-year period from the grant date.

(4) Restricted share units granted to non-executive directors between 2014 and 2017 vest (restrictions lapse) at a rate of 33% each year over a three-year period or upon retirement from the Board.

(5) Prior to the acquisition of Atwood, Mr. Golden had elected to defer receipt of 9,375 shares under Atwood's deferred compensation plan for non-employee directors. Upon closing of the acquisition, these shares were converted into 15,000 Ensco share units at a share price of $5.68. 3,000 of these share units were settled in shares and issued to Mr. Golden on the acquisition date with the remaining 12,000 share units scheduled to settle in shares at a rate of 25% over the four-year period from the acquisition date.

## Director option ownership - Table E

None of our directors have outstanding options.

## Other remuneration

We do not have a defined benefit pension scheme.

## Agreements with directors

There are no agreements or letters of appointment in place with our non-executive directors. All directors are subject to annual nomination by the Board and re-election by our shareholders.

On 3 May 2014, the company entered into an employment agreement with Mr. Trowell. Mr. Trowell's employment under the employment agreement will continue, subject to the terms of the agreement, until terminated by either party giving the other not less than six months' prior notice in writing. A copy of Mr. Trowell's employment agreement is filed as Exhibit 10.1 to the company's quarterly report on Form 10-Q filed on 1 August 2014 (see www.sec.gov).

## Shareholder guidelines

Equity accumulation by our directors is encouraged, and we have specific security ownership guidelines, which are included in the Ensco Corporate Governance Policy. As respects non-executive directors, within five years of appointment to the Board, each such director should hold a number of vested and unvested shares of the company having a value of at least five times the director's annual retainer. As respects named executive officers, guidelines specific to the position in question shall apply within five years of appointment to the position. Our executive director should hold a number of vested and unvested shares having a fair market value of at least six times his or her base salary. Each executive and non-executive director was in compliance with these guidelines at the end of 2017.



## Directors' interest in shares - Table F

The interest of the current directors in office as of 31 December 2017 in shares and share incentives are shown in the table below.

<table><tr><td>Name</td><td>Unvested Restricted Shares/Units held as of 31 Dec 2017</td><td>Unrestricted Shares held as of 31 Dec 2017</td><td>Vested Unexercised Options held as of 31 Dec 2017</td><td>Unearned Performance Unit Awards held as of 31 Dec 2017(1)</td><td>Total Awards held as of 31 Dec 2017</td></tr><tr><td>Executive Director</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Carl G. Trowell</td><td>441,181</td><td>148,508</td><td>—</td><td>315,990</td><td>905,679</td></tr><tr><td>Non-executive Directors</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>J. Roderick Clark</td><td>49,027</td><td>41,029</td><td>—</td><td>—</td><td>90,056</td></tr><tr><td>Roxanne J. Decyk</td><td>49,027</td><td>21,393</td><td>—</td><td>—</td><td>70,420</td></tr><tr><td>Mary E. Francis CBE</td><td>49,027</td><td>11,847</td><td>—</td><td>—</td><td>60,874</td></tr><tr><td>C. Christopher Gaut</td><td>49,027</td><td>44,715</td><td>—</td><td>—</td><td>93,742</td></tr><tr><td>Jack E. Golden(2)</td><td>23,799</td><td>77,500</td><td>—</td><td>—</td><td>101,299</td></tr><tr><td>Gerald W. Haddock</td><td>49,027</td><td>48,412</td><td>—</td><td>—</td><td>97,439</td></tr><tr><td>Francis S. Kalman</td><td>49,027</td><td>43,284</td><td>—</td><td>—</td><td>92,311</td></tr><tr><td>Keith O. Rattie</td><td>49,027</td><td>35,481</td><td>—</td><td>—</td><td>84,508</td></tr><tr><td>Paul E. Rowsey, III</td><td>67,145</td><td>62,670</td><td>—</td><td>—</td><td>129,815</td></tr><tr><td>Phil D. Wedemeyer</td><td>23,799</td><td>71,023</td><td>—</td><td>—</td><td>94,822</td></tr></table>

(1) The amounts disclosed represent the target level of performance for Mr. Trowell's unearned performance unit awards as of 31 December 2017.

(2) The unrestricted shares held as of 31 December 2017 by Mr. Golden is inclusive of the 12,000 share units described in footnote 5 to Table D.

## Statement of change in pay of Chief Executive Officer compared with employees

The table below summarises the percentage change in salary, taxable benefits and annual incentives of the Chief Executive Officer and our employee population, as defined below, for the fiscal years ended 31 December 2017 and 2016.

<table><tr><td rowspan="2"></td><td>Chief Executive Officer</td><td>Employees</td></tr><tr><td>Percentage Change (2017 vs 2016)</td><td>Percentage Change (2017 vs 2016) \( ^{(1)} \)</td></tr><tr><td>Salary</td><td>— %</td><td>0.8 %</td></tr><tr><td>Taxable Benefits</td><td>(40.6) % \( ^{(2)} \)</td><td>(26.2) % \( ^{(2)} \)</td></tr><tr><td>Annual Incentives</td><td>5.7 %</td><td>(3.4) %</td></tr></table>

(1) We selected our corporate salaried employee population for this comparison based upon the duties of these employees, the locations where they work and the structure of their remuneration.

(2) Taxable benefits for Mr. Trowell consist of: dividends paid during on restricted share awards; dividends for the 2014-2016 and 2015-2017 performance unit awards; payments in lieu of matching contributions; group term life insurance; and tax preparation fees. Taxable benefits for employees consist primarily of: dividends paid on restricted share awards; dividends for the 2015-2017 performance unit awards payable to only our senior executives; and overseas allowances to the extent paid to any given employee.

## Relative importance of spend on pay

The table below shows the overall spend on employee pay, dividend payments and capital expenditures for the fiscal years ended 31 December 2017 and 2016.

<table><tr><td></td><td>2017</td><td>2016</td><td>Percentage Change</td></tr><tr><td>Employee Pay</td><td>$ 549,700,000</td><td>$ 627,300,000</td><td>(12)%</td></tr><tr><td>Dividend Payments</td><td>$ 13,800,000</td><td>$ 11,600,000</td><td>19%</td></tr><tr><td>Capital Expenditures \( ^{(1)} \)</td><td>$ 536,700,000</td><td>$ 322,200,000</td><td>67%</td></tr></table>

(1) Capital Expenditures consist of expenditures on new rig construction, rig enhancement and minor upgrades and improvements.



## Implementation statement (Period from 1 January 2018 to 31 December 2018)

Base Salary, Benefits, Employer Matching and Profit Sharing Programmes

Base salary, benefits and employer matching and profit sharing programmes were implemented in line with the Current Remuneration Policy.

## 2018 ECIP Awards

The ECIP awards were implemented in line with the Remuneration Policy.

For the 2018 plan year, the Board approved three performance bands (threshold, target and maximum) for each of the measures under the ECIP. The 2018 ECIP performance measures and weightings approved by the Board were as follows:

<table><tr><td>Performance Measure</td><td>Weighting</td></tr><tr><td>EBITDA \( ^{(1)} \)</td><td>50%</td></tr><tr><td>Safety (TRIR/Process Safety)</td><td>10%</td></tr><tr><td>Downtime - Floaters</td><td>10%</td></tr><tr><td>Downtime - Jackups</td><td>10%</td></tr><tr><td>STGs</td><td>20%</td></tr><tr><td>TOTAL</td><td>100%</td></tr></table>

(1) For purposes of the ECIP, EBITDA is calculated by taking operating revenue and subtracting contract drilling expenses and general and administrative expenses, excluding amortisation.

As we continue to weather the prolonged downturn, cash management and liquidity remain a strategic priority for the company. Furthermore, as signs of a cyclical bottom emerge in the offshore drilling market, we will focus on margin improvement as opportunities for pricing recovery emerge. As a result, our Board elected to replace DSO and Backlog Days with an increased weight assigned to EBITDA as this metric focuses on margin, cash generation and cost containment. In an effort to further emphasise our focus on safety, Process Safety was introduced as an additional component of our Safety performance measure. The changes to the 2018 ECIP metrics and weightings were made with the objective of placing focus on operational performance while never losing sight of safety and operational excellence.

Following consideration of compensation data presented by Pearl Meyer, the Board approved the following target incentive opportunities for the executive director for 2018, which are identical to the target incentive opportunities for 2017:

<table><tr><td rowspan="2">Name</td><td colspan="3">2018 Incentive Award Opportunity (as a % of Salary)</td></tr><tr><td>Threshold (0.5x target)</td><td>Target</td><td>Maximum (2x target)</td></tr><tr><td>Mr. Trowell</td><td>55%</td><td>110%</td><td>220%</td></tr></table>

## 2018 LTIP Awards

LTIP Awards were implemented in line with the Current Remuneration Policy.

The performance award matrix setting forth the ranks required to achieve threshold, target and maximum performance for both types of performance unit awards is set forth in the table below:

<table><tr><td colspan="5">2018 Performance Award Matrix</td></tr><tr><td>Performance Measure</td><td></td><td>Threshold</td><td>Target</td><td>Maximum</td></tr><tr><td>Relative TSR</td><td>Rank Award Multiplier</td><td>5 of 70.67</td><td>4 of 71.00</td><td>1 of 72.00</td></tr><tr><td>Relative ROCE</td><td>Rank Award Multiplier</td><td>5 of 70.67</td><td>4 of 71.00</td><td>1 of 72.00</td></tr></table>



The performance unit awards granted in 2018 consist of two types of performance unit awards for the performance period beginning 1 January 2018 and ending 31 December 2020: (i) performance unit awards based on Relative TSR; and (ii) performance unit awards based on our Relative ROCE. The 2018 performance unit target value is split evenly between Relative TSR performance units and Relative ROCE performance units. In the interest of helping to limit dilution to our shareholders at lower stock prices, the 2018 performance unit awards are denominated and settled in cash.

The performance peer group for the 2018 performance unit awards was changed from our 2017 peer group to remove SeaDrill Ltd due to its Chapter 11 U.S. Bankruptcy Code restructuring announced in 2017. Additionally, the 2018 performance peer group excludes Atwood Oceanics, Inc. due to our acquisition of Atwood in 2017.

## Shareholder voting on remuneration matters

The Board values shareholders' input on the design of our employee compensation programmes. The Board believes that our programmes are structured to deliver realised pay that is commensurate with performance and that we have a pay for performance approach to executive pay that holds management accountable for producing profitable growth. The Board also believes that we have adopted multiple compensation governance "best practices."

At our last annual general meeting of shareholders held on 22 May 2017, we received 212,501,029 votes in favour of our Directors' Remuneration Report, 17,461,125 votes in opposition and 440,683 abstentions, for total support of 92.4% of the votes cast on the proposal and total opposition of 7.6% of the votes cast on the proposal.

Based upon the level of shareholder support for our Directors' Remuneration Report expressed through our 2017 vote, we did not make any significant structural or philosophical changes to our director compensation programmes this year.

Please see "2018 implementation statement" above for a description of other compensation changes being implemented in 2018.

The Directors’ Remuneration Report was approved by the Board of Directors on 23 March 2018 and was signed on its behalf by:

/s/ Carl G. Trowell

Carl G. Trowell

Director, Chief Executive Officer

and President



## STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The directors are responsible for preparing the Annual Report and the group and company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the group and company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of their profit or loss for that period. In preparing each of the group and company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable, relevant and reliable;

- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- assess the group and company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

- use the going concern basis of accounting unless they either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report and Directors’ Remuneration Report that complies with that law and those regulations.



## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ENSCO PLC

## 1 Our opinion is unmodified

We have audited the financial statements of Ensco plc ("the Company") for the year-ended 31 December 2017 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income/(Loss), Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, and the related notes, including the accounting policies in notes 1 and 2.

In our opinion:

— the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2017 and of the Group’s loss for the year then ended;

— have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

— have been prepared in accordance with the requirements of the Companies Act 2006.

## Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and we are independent of the Group in accordance with UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

## 2 Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:

a. Carrying value of tangible fixed assets ($9,141.3 million, 2016: $7,200.9 million): Risk unchanged from 2016
The carrying value of tangible fixed assets is 85% (2016: 68%) of the Group’s total assets.

Refer to page 44 (accounting policy); page 48 (critical accounting policies and estimates); and page 59 (financial disclosures).

## The risk – subjective estimate

The carrying value of tangible fixed assets is significant and at risk of irrecoverability due to the reduced level of activity in the oil and gas industry caused by volatile oil and gas prices. Significant judgment is required to assess whether any impairment indicators have arisen at year-end and whether any impairments recorded in prior years should be reversed. When an impairment indicator is identified or a prior period impairment may require reversal, significant estimation may be required in the assessment and calculation of an asset’s recoverable amount.

## Our procedures included:

— Control operation: We tested the design, implementation and operating effectiveness of the group’s control over the preparation of qualitative quarterly assessments to identify indicators of impairment over the carrying value of tangible fixed assets.

— Our sector experience: We critically evaluated the completeness of the Group’s assessment of indicators of impairment or impairment reversal. We used our experience of the sector in which the Group operates to seek to identify additional or contrary evidence, including inspecting externally and internally derived data in respect of current and forecast global rig activity.

— Tests of detail: For four rigs where an impairment indicator was identified and an impairment test performed, we analysed the key assumptions used in the calculation of the assets’ recoverable amounts. For three rigs, the Group determined that the remaining useful life would not extend substantially beyond their current contracts. For these rigs, we compared the estimated day rates and forecast period to the contract day rates and term. For



the one remaining rig, we compared the estimated cash flows to those used in the fair valuation of a similar rig acquired by the Group in the year, adjusting for differences in ages.

— Assessing transparency: We assessed whether the Group’s disclosures about the judgments relating to the identification of impairment indicators and the outcome of the year-end impairment assessment fairly reflect the risks inherent in the carrying value of tangible fixed assets and the judgments and estimates applied in the measurement of the recoverable amount of assets which have been impaired.

b. Fair value of the tangible fixed assets acquired through the acquisition of Atwood Oceans, Inc. ($1,762.0 million): New risk in year

The business combination included the acquisition of $1,762.0 million of tangible assets.

Refer to page 42 (accounting policy); page 48 (critical accounting policies and estimates); and page 50 (financial disclosures).

## The risk – forecast based valuation

The Group is required to apply judgment and make estimates when determining the fair value of the tangible fixed assets acquired. The valuation of acquired tangible rig assets is significant due to the materiality of the assets and the inherent uncertainty involved in forecasting and discounting the cash flows used in their fair valuation.

## Our procedures included:

— Our valuation expertise: We worked with our valuation specialists, using our knowledge of the acquired business, and its industry, to assess key assumptions within the cash flow forecasts used to determine the fair value of tangible assets recognised on the date of acquisition. We compared future revenues and operating costs against historical data and current financial results; we considered projected growth rates relative to long term oil price forecasts; and we recalculated the discount rates using independent market data.

— Assessing transparency: We assessed whether the Group’s disclosures fairly reflect the judgments and estimates applied in the measurement of the fair value of the tangible fixed assets acquired.

## c. Estimation of uncertain tax provision ($178.0 million, 2016: $142.9 million): Risk unchanged from 2016

Provisions for liabilities principally comprise provisions relating to tax uncertainties.

Refer to page 45 (accounting policy); page 49 (critical accounting policies and estimates); and pages 61 and 68 (financial disclosures).

## The risk – subjective estimate

The Group operates in and is subject to the legislation of multiple tax jurisdictions, including those where the tax laws relating to offshore drilling are not well developed. Tax positions and treatments may be challenged at a later date. Provisions are held principally in respect of current tax deductions previously taken, ongoing tax audits, and uncertainties on the utilisation of deferred tax assets.

This is an area which requires significant judgment. The amounts involved are potentially significant and the application of accounting standards to determine the amount, if any, to be provided as a liability, is inherently subjective. The risk also reflects the timing of the enactment of U.S. tax reform in late 2017 and the complexity involved in applying its provisions as at 31 December 2017.

## Our procedures included:

— Control operation: We tested the design, implementation and operating effectiveness of the Group’s review controls over the monitoring of uncertain certain tax positions on a quarterly basis.

— Our tax expertise: Use of our own international and local tax specialists to assess the group’s tax positions, its correspondence with the relevant tax authorities, and to analyse and challenge the assumptions used to determine tax provisions based on our knowledge and experiences of the application of the applicable international and local legislation by the relevant authorities and courts.

— Assessing transparency: We assessed the adequacy and appropriateness of the disclosure made within the notes to the financial statements.

d. Recoverability of parent Company’s investment in subsidiaries ($7,730.3 million 2016: $6,959.6 million): Risk unchanged from 2016

Refer to page 42 (accounting policy) and page 60 (financial disclosures).



## The risk - low risk, high value

The carrying amount of the parent Company’s investments in subsidiaries represents 65% (2016: 63%) of the Company’s total assets. Due to their materiality in the context of the parent Company financial statements, this is considered to be the area that had the greatest effect on our overall parent Company audit.

## Our procedures included:

— Tests of detail: We compared the carrying amount of 100% of the Company’s investments with the relevant subsidiaries’ consolidated net assets, being an approximation of their minimum recoverable amount. We considered the projected cash flows of the subsidiary’s assets and the headroom available, used to support the recoverability of the Company’s investments.

— Assessing component audits: We assessed the work performed by the KPMG component team and considered the results of that work on the net assets and the projected cash flows that support the Company’s investments.

## 3 Our application of materiality and an overview of the scope of our audit

Materiality for the group financial statements as a whole was set at $35 million (2016: $35 million), determined with reference to a benchmark of total assets (of which it represents 0.3% (2016: 0.3%)).

Materiality for the parent Company financial statements as a whole was set at $30 million (2016: $35 million), by reference to component materiality. This is lower than the materiality we would otherwise have determined with reference to a benchmark of Company net assets, of which it represents 0.5% (2016: 0.5%).

We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding $1.7 million (2016: $1.75 million), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Of the group's two (2016: two) reporting components we subjected both (2016: both) to full scope audits for group purposes. These components accounted for the following percentages of the Group's results: 100% (2016: 100%) of Group revenue, 100% of Group loss before tax (2016: 100% profit before tax) and 100% (2016: 100%) of Group net assets. The work on one of the two components (2016: one of two) was performed by component auditors in the United States of America, the other, being the parent Company, by the Group audit team in the United Kingdom.

The Group team instructed the component auditor as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group team approved the following component materialities, having regard to the mix of size and risk profile of the Group across the components:

• Ensco plc U.S. component $31 million (2016: $35 million)

• Ensco plc Company component $30 million (2016: $35 million)

The Group team visited one (2016: one) component location in the United States of America (2016: United States of America). Telephone conference meetings were also held with this component auditor. At this visit and meetings, the findings reported to the Group team were discussed in more detail, and any further work required by the Group team was then performed by the component auditor.

## 4 We have nothing to report on going concern

We are required to report to you if we have concluded that the use of the going concern basis of accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant doubt over the Group and Company’s use of that basis for a period of at least twelve months from the date of approval of the financial statements. We have nothing to report in these respects.

## 5 We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.



## Strategic report and Directors’ report

Based solely on our work on the other information:

- we have not identified material misstatements in the Strategic report and the Directors’ report;

- in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

- in our opinion those reports have been prepared in accordance with the Companies Act 2006.

## Directors' remuneration report

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

## 6 We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

- certain disclosures of directors’ remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

## 7 Respective responsibilities

## Directors' responsibilities

As explained more fully in their statement set out on page 30, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

## Auditor's responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

## 8 The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

/s/ David Derbyshire



<table><tr><td></td><td>Note</td><td>2017</td><td>2016</td></tr><tr><td></td><td>4</td><td>$ millions</td><td>$ millions</td></tr><tr><td>Turnover</td><td>4</td><td>1,843.0</td><td>2,776.4</td></tr><tr><td>Cost of sales</td><td></td><td></td><td></td></tr><tr><td>Contract drilling expense</td><td></td><td>(1,191.8)</td><td>(1,305.1)</td></tr><tr><td>Depreciation and amortisation</td><td></td><td>(385.8)</td><td>(471.1)</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>12</td><td>(255.5)</td><td>-</td></tr><tr><td></td><td></td><td>(1,833.1)</td><td>(1,776.2)</td></tr><tr><td>Gross profit</td><td></td><td>9.9</td><td>1,000.2</td></tr><tr><td>General and administrative expenses</td><td></td><td>(138.4)</td><td>(100.8)</td></tr><tr><td>Other operating income/(expense), net</td><td>5</td><td>1.2</td><td>2.2</td></tr><tr><td>Operating (loss)/profit</td><td></td><td>(127.3)</td><td>901.6</td></tr><tr><td>Interest receivable and similar income</td><td>8</td><td>157.9</td><td>321.7</td></tr><tr><td>Interest payable and other similar expenses</td><td>9</td><td>(232.6)</td><td>(299.0)</td></tr><tr><td>(Loss)/profit before taxation</td><td></td><td>(202.0)</td><td>924.3</td></tr><tr><td>Tax on (loss)/profit</td><td>10</td><td>(77.0)</td><td>(79.1)</td></tr><tr><td>(Loss)/profit for financial year</td><td></td><td>(279.0)</td><td>845.2</td></tr><tr><td>(Loss)/profit for the financial year attributable to:</td><td></td><td></td><td></td></tr><tr><td>Shareholders of the parent company</td><td></td><td>(278.5)</td><td>838.3</td></tr><tr><td>Non-controlling interests</td><td>21</td><td>(0.5)</td><td>6.9</td></tr><tr><td>Total (loss)/profit for financial year</td><td></td><td>(279.0)</td><td>845.2</td></tr><tr><td>(Loss)/earnings per share</td><td></td><td></td><td></td></tr><tr><td>Basic (loss)/earnings per share</td><td></td><td>(0.84)</td><td>2.94</td></tr><tr><td>Diluted (loss)/earnings per share</td><td></td><td>(0.84)</td><td>2,94</td></tr></table>

All of the results above are derived from continuing operations.

The accompanying notes form an integral part of these financial statements.



## Consolidated Other Comprehensive Income/(Loss) for the year ended 31 December 2017

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>(Loss)/profit for financial year</td><td>(279.0)</td><td>845.2</td></tr><tr><td>Other comprehensive income/(loss)</td><td></td><td></td></tr><tr><td>Foreign exchange on translation of foreign operations</td><td>0.7</td><td>(0.4)</td></tr><tr><td>Other comprehensive income/(loss) for the year</td><td>0.7</td><td>(0.4)</td></tr><tr><td>Total other comprehensive (loss)/income attributable to:</td><td></td><td></td></tr><tr><td>Shareholders of the parent company</td><td>(277.8)</td><td>837.9</td></tr><tr><td>Non-controlling interests</td><td>(0.5)</td><td>6.9</td></tr><tr><td></td><td>(278.3)</td><td>844.8</td></tr></table>

The accompanying notes form an integral part of these financial statements.



<table><tr><td></td><td>Note</td><td>2017
\( millions</td><td>2016
\) millions</td></tr><tr><td>Fixed assets</td><td></td><td></td><td></td></tr><tr><td>Intangible assets</td><td></td><td>17.2</td><td>-</td></tr><tr><td>Negative goodwill</td><td></td><td>(119.8)</td><td>-</td></tr><tr><td>Tangible fixed assets</td><td>12</td><td>9,141.3</td><td>7,200.9</td></tr><tr><td></td><td></td><td>9,038.7</td><td>7,200.9</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Stocks</td><td>14</td><td>278.8</td><td>225.2</td></tr><tr><td>Debtors (including $85.7 million (2016: $84.0 million) due after more than one year)</td><td>15</td><td>543.6</td><td>556.0</td></tr><tr><td>Investments</td><td>13</td><td>440.0</td><td>1,442.6</td></tr><tr><td>Cash and cash equivalents</td><td></td><td>445.4</td><td>1,159.7</td></tr><tr><td></td><td></td><td>1,707.8</td><td>3,383.5</td></tr><tr><td>Creditors: amounts falling due within one year</td><td>16</td><td>(743.9)</td><td>(837.0)</td></tr><tr><td>Net current assets</td><td></td><td>963.9</td><td>2,546.5</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>10,002.6</td><td>9,747.4</td></tr><tr><td>Creditors: amounts falling due after more than one year</td><td>17</td><td>(5,094.4)</td><td>(5,390.2)</td></tr><tr><td>Provisions for liabilities</td><td>18</td><td>(211.1)</td><td>(165.5)</td></tr><tr><td>Net assets</td><td></td><td>4,697.1</td><td>4,191.7</td></tr><tr><td>Capital and reserves</td><td></td><td></td><td></td></tr><tr><td>Called up share capital</td><td>20</td><td>44.8</td><td>31.1</td></tr><tr><td>Other reserves</td><td></td><td>4,654.4</td><td>4,156.2</td></tr><tr><td></td><td></td><td>4,699.2</td><td>4,187.3</td></tr><tr><td>Non-controlling interests</td><td>21</td><td>(2.1)</td><td>4.4</td></tr><tr><td>Shareholders&#x27; funds</td><td></td><td>4,697.1</td><td>4,191.7</td></tr></table>

These financial statements were approved by the board of directors on 23 March 2018 and were signed on its behalf by:

/s/ Carl G. Trowell

Carl G. Trowell

Director, Chief Executive Officer

and President

The accompanying notes form an integral part of these financial statements.



<table><tr><td></td><td>Note</td><td>2017
\( millions</td><td>2016
\) millions</td></tr><tr><td>Fixed assets</td><td></td><td></td><td></td></tr><tr><td>Investment</td><td>13</td><td>7,730.3</td><td>6,959.6</td></tr><tr><td></td><td></td><td>7,730.3</td><td>6,959.6</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Debtors (including $3,164.6 million (2016: $1,647.8 million)</td><td>15</td><td>3,469.7</td><td>2,101.2</td></tr><tr><td>due after more than one year)</td><td></td><td></td><td></td></tr><tr><td>Investments</td><td>13</td><td>440.0</td><td>1,170.6</td></tr><tr><td>Cash at bank and in hand</td><td></td><td>185.2</td><td>892.6</td></tr><tr><td></td><td></td><td>4,094.9</td><td>4,164.4</td></tr><tr><td>Creditors: amounts falling due within one year</td><td>16</td><td>(66.0)</td><td>(230.6)</td></tr><tr><td>Net current assets</td><td></td><td>4,028.9</td><td>3,933.8</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>11,759.2</td><td>10,893.4</td></tr><tr><td>Creditors: amounts falling due after more than one year</td><td>17</td><td>(4,343.1)</td><td>(4,316.0)</td></tr><tr><td>Net assets</td><td></td><td>7,416.1</td><td>6,577.4</td></tr><tr><td>Capital and reserves</td><td></td><td></td><td></td></tr><tr><td>Called up share capital</td><td>20</td><td>44.8</td><td>31.1</td></tr><tr><td>Other reserves</td><td></td><td>7,371.3</td><td>6,546.3</td></tr><tr><td>Shareholders&#x27; funds</td><td></td><td>7,416.1</td><td>6,577.4</td></tr></table>

These financial statements were approved by the board of directors on 23 March 2018 and were signed on its behalf by:

/s/ Carl G. Trowell

Carl G. Trowell

Director, Chief Executive Officer

and President

Company registered number: 07023598

Company registered office: 6 Chesterfield Gardens, London, W1J 5BQ.

The accompanying notes form an integral part of these financial statements.



<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Cash flows from operating activities</td><td></td><td></td></tr><tr><td>(Loss)/profit for financial year</td><td>(279.0)</td><td>845.2</td></tr><tr><td>Adjustments for:</td><td></td><td></td></tr><tr><td>Depreciation and amortisation</td><td>385.8</td><td>471.1</td></tr><tr><td>Interest payable and other similar expenses</td><td>232.6</td><td>299.0</td></tr><tr><td>Interest receivable and similar income</td><td>(157.9)</td><td>(321.7)</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>255.5</td><td>-</td></tr><tr><td>Tax expense</td><td>77.0</td><td>79.1</td></tr><tr><td>Other amortisation</td><td>(61.6)</td><td>(20.5)</td></tr><tr><td>Share-based compensation cost</td><td>41.2</td><td>39.6</td></tr><tr><td>Other, net</td><td>(1.9)</td><td>(7.9)</td></tr><tr><td></td><td>491.7</td><td>1,383.9</td></tr><tr><td>Decrease in debtors</td><td>78.8</td><td>322.8</td></tr><tr><td>Decrease in creditors</td><td>(55.1)</td><td>(322.2)</td></tr><tr><td>Decrease in stocks</td><td>6.3</td><td>15.5</td></tr><tr><td>Decrease in provisions</td><td>(5.8)</td><td>(4.9)</td></tr><tr><td>Other, net</td><td>(0.7)</td><td>(1.9)</td></tr><tr><td></td><td>23.5</td><td>9.3</td></tr><tr><td>Taxation paid</td><td>(62.8)</td><td>(56.4)</td></tr><tr><td>Net cash inflow from operating activities</td><td>452.4</td><td>1,336.8</td></tr><tr><td>Cash flows from investing activities</td><td></td><td></td></tr><tr><td>Receipts from maturities of investments</td><td>2,042.6</td><td>2,212.0</td></tr><tr><td>Purchase of investments</td><td>(1,040.0)</td><td>(2,474.6)</td></tr><tr><td>Acquisition of Atwood</td><td>(891.0)</td><td>-</td></tr><tr><td>Payments to acquire tangible fixed assets</td><td>(464.2)</td><td>(276.5)</td></tr><tr><td>Interest received</td><td>24.9</td><td>9.2</td></tr><tr><td>Receipts from sales of tangible fixed assets</td><td>3.4</td><td>16.1</td></tr><tr><td>Net cash outflow from investing activities</td><td>(324.3)</td><td>(513.8)</td></tr><tr><td>Cash flows from financing activities</td><td></td><td></td></tr><tr><td>Repayment of long-term borrowings</td><td>(537.0)</td><td>(863.9)</td></tr><tr><td>Interest paid</td><td>(272.3)</td><td>(310.5)</td></tr><tr><td>Cash dividends paid</td><td>(13.8)</td><td>(11.6)</td></tr><tr><td>Debt financing costs</td><td>(12.0)</td><td>(23.4)</td></tr><tr><td>Proceeds from new loan</td><td>-</td><td>849.5</td></tr><tr><td>Proceeds from equity issuance</td><td>-</td><td>585.5</td></tr><tr><td>Other</td><td>(7.9)</td><td>(8.8)</td></tr><tr><td>Net cash (outflow)/inflow from financing activities</td><td>(843.0)</td><td>216.8</td></tr><tr><td>(Decrease)/increase in cash and cash equivalents</td><td>(714.9)</td><td>1,039.8</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>1,159.7</td><td>121.3</td></tr><tr><td>Effect of exchange rate changes on cash</td><td>0.6</td><td>(1.4)</td></tr><tr><td>Cash and cash equivalents at year end</td><td>445.4</td><td>1,159.7</td></tr></table>

The accompanying notes form an integral part of these financial statements.



## Consolidated Statement of Changes in Equity for the year ended 31 December 2017

Year ended 31 December 2017

<table><tr><td></td><td>Called up share capital \( millions</td><td>Share premium account \) millions</td><td>Merger reserves \( millions</td><td>Own share reserve \) millions</td><td>Other reserves \( millions</td><td>Profit and loss account \) millions</td><td>Total shareholders equity \( millions</td><td>Non-controlling interests \) millions</td><td>Total equity $ millions</td></tr><tr><td>At beginning of year</td><td>31.1</td><td>203.0</td><td>1,501.3</td><td>(65.8)</td><td>4,376.2</td><td>(1,858.5)</td><td>4,187.3</td><td>4.4</td><td>4,191.7</td></tr><tr><td>Total comprehensive loss for the year</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Loss for the financial year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(278.5)</td><td>(278.5)</td><td>(0.5)</td><td>(279.0)</td></tr><tr><td>Other comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency translation</td><td>-</td><td>-</td><td>-</td><td>-</td><td>0.7</td><td>-</td><td>0.7</td><td>-</td><td>0.7</td></tr><tr><td>Total comprehensive loss for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>0.7</td><td>(278.5)</td><td>(277.8)</td><td>(0.5)</td><td>(278.3)</td></tr><tr><td>Transactions with owners, recorded directly in equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash dividends paid</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(13.6)</td><td>(13.6)</td><td>(6.0)</td><td>(19.6)</td></tr><tr><td>Shares issued for Atwood acquisition</td><td>13.2</td><td>757.5</td><td>-</td><td>-</td><td>-</td><td>-</td><td>770.7</td><td>-</td><td>770.7</td></tr><tr><td>Shares issued under share based compensation plans, net</td><td>0.5</td><td>-</td><td>-</td><td>(1.3)</td><td>(0.4)</td><td>-</td><td>(1.2)</td><td>-</td><td>(1.2)</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(1.9)</td><td>-</td><td>-</td><td>(1.9)</td><td>-</td><td>(1.9)</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>35.7</td><td>-</td><td>35.7</td><td>-</td><td>35.7</td></tr><tr><td>At end of year</td><td>44.8</td><td>960.5</td><td>1,501.3</td><td>(69.0)</td><td>4,412.2</td><td>(2,150.6)</td><td>4,699.2</td><td>(2.1)</td><td>4,697.1</td></tr></table>

Year ended 31 December 2016

<table><tr><td></td><td>Called up share capital \( millions</td><td>Share premium account \) millions</td><td>Merger reserves \( millions</td><td>Own share reserve \) millions</td><td>Other reserves \( millions</td><td>Profit and loss account \) millions</td><td>Total shareholders equity \( millions</td><td>Non-controlling interests \) millions</td><td>Total equity $ millions</td></tr><tr><td>At beginning of year</td><td>24.4</td><td>188.2</td><td>1,501.3</td><td>(63.8)</td><td>3,760.3</td><td>(2,685.4)</td><td>2,725.0</td><td>4.3</td><td>2,729.3</td></tr><tr><td>Total comprehensive profit for the year</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the financial year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>838.3</td><td>838.3</td><td>6.9</td><td>845.2</td></tr><tr><td>Other comprehensive loss</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency translation</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(0.4)</td><td>-</td><td>(0.4)</td><td>-</td><td>(0.4</td></tr><tr><td>Total comprehensive profit for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(0.4)</td><td>838.3</td><td>837.9</td><td>6.9</td><td>844.8</td></tr><tr><td>Transactions with owners, recorded directly in equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash dividends paid</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(11.4)</td><td>(11.4)</td><td>(7.8)</td><td>(19.2)</td></tr><tr><td>Shares issued</td><td>6.5</td><td>-</td><td>-</td><td>-</td><td>579.0</td><td>-</td><td>585.5</td><td>-</td><td>585.5</td></tr><tr><td>Shares issued for debt exchange</td><td>0.2</td><td>14.8</td><td>-</td><td>-</td><td>-</td><td>-</td><td>15.0</td><td>-</td><td>15.0</td></tr><tr><td>Contributions from minority interests</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>1.0</td><td>1.0</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(2.0)</td><td>-</td><td>-</td><td>(2.0)</td><td>-</td><td>(2.0</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>37.3</td><td>-</td><td>37.3</td><td>-</td><td>37.3</td></tr><tr><td>At end of year</td><td>31.1</td><td>203.0</td><td>1,501.3</td><td>(65.8)</td><td>4,376.2</td><td>(1,858.5)</td><td>4,187.3</td><td>4.4</td><td>4,191.7</td></tr></table>

The accompanying notes form an integral part of these financial statements.



## Company Statement of Changes in Equity for the year ended 31 December 2017

<table><tr><td></td><td>Called up share capital $ millions</td><td>Share premium account $ millions</td><td>Merger reserves $ millions</td><td>Own share reserve $ millions</td><td>Other reserves $ millions</td><td>Profit and loss account $ millions</td><td>Total equity $ millions</td></tr><tr><td>At beginning of year</td><td>31.1</td><td>199.4</td><td>1,501.3</td><td>(63.2)</td><td>3,584.6</td><td>1,324.2</td><td>6,577.4</td></tr><tr><td>Total comprehensive profit for the year</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the financial year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>71.3</td><td>71.3</td></tr><tr><td>Total comprehensive profit for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>71.3</td><td>71.3</td></tr><tr><td>Transactions with owners, recorded directly in equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash dividends paid</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(13.6)</td><td>(13.6)</td></tr><tr><td>Shares issued for Atwood acquisition</td><td>13.2</td><td>757.5</td><td>-</td><td>-</td><td>-</td><td>-</td><td>770.7</td></tr><tr><td>Shares issued under share based compensation plans, net</td><td>0.5</td><td>-</td><td>-</td><td>(1.3)</td><td>(0.4)</td><td>-</td><td>(1.2)</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(1.9)</td><td>-</td><td>-</td><td>(1.9)</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>13.4</td><td>-</td><td>13.4</td></tr><tr><td>At end of year</td><td>44.8</td><td>956.9</td><td>1,501.3</td><td>(66.4)</td><td>3,597.6</td><td>1,381.9</td><td>7,416.1</td></tr><tr><td>Year ended 31 December 2016</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td>Called up share capital $ millions</td><td>Share premium account $ millions</td><td>Merger reserves $ millions</td><td>Own share reserve $ millions</td><td>Other reserves $ millions</td><td>Profit and loss account $ millions</td><td>Total equity $ millions</td></tr><tr><td>At beginning of year</td><td>24.4</td><td>184.6</td><td>1,501.3</td><td>(61.2)</td><td>2,990.5</td><td>1,213.8</td><td>5,853.4</td></tr><tr><td>Total comprehensive profit for the year</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the financial year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>121.8</td><td>121.8</td></tr><tr><td>Total comprehensive profit for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>121.8</td><td>121.8</td></tr><tr><td>Transactions with owners, recorded directly in equity</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash dividends paid</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(11.4)</td><td>(11.4)</td></tr><tr><td>Shares issued</td><td>6.5</td><td>-</td><td>-</td><td>-</td><td>579.0</td><td>-</td><td>585.5</td></tr><tr><td>Shares issued for debt exchange</td><td>0.2</td><td>14.8</td><td>-</td><td>-</td><td>-</td><td>-</td><td>15.0</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(2.0)</td><td>-</td><td>-</td><td>(2.0)</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>15.1</td><td>-</td><td>15.1</td></tr><tr><td>At end of year</td><td>31.1</td><td>199.4</td><td>1,501.3</td><td>(63.2)</td><td>3,584.6</td><td>1,324.2</td><td>6,577.4</td></tr></table>

The accompanying notes form an integral part of these financial statements.



## Notes

## 1 Significant accounting policies

Ensko plc ("we," "our" or the "company") and its subsidiaries (together, "the group") are incorporated and domiciled in the UK. These group and company financial statements were prepared in accordance with Financial Reporting Standard ("FRS") 102, the Financial Reporting Standard applicable in the UK.

## Basis of preparation

The financial statements are prepared on the historical cost basis, except for the convertible senior notes, supplemental executive retirement plan assets and derivative financial instruments are measured at fair value.

The functional currency of the company is the U.S. dollar. The U.S. dollar is the prevalent currency used within the oil and natural gas industry and the group has a significant level of U.S. dollar cash flows, assets and liabilities. The group and company financial statements are therefore presented in U.S. dollars.

## Going concern

The group’s business activities, together with the factors likely to affect its future development, performance and financial position are set out in the strategic report. We have historically relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We periodically rely on the issuance of debt securities to supplement our liquidity needs. Based on having $885.4 million in cash and short-term investments, $2.0 billion undrawn capacity under our credit facility and $2.8 billion of contractual backlog as of 31 December 2017, the directors believe that the group is well placed to successfully manage its business risks. After having made the appropriate inquiries, the directors have a reasonable expectation that the group has adequate resources to finance its operations for at least the 12 month period following the approval of these financial statements. Consequently, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

## Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings made up to 31 December 2017. A subsidiary is an entity that is controlled by the company. The purchase method of accounting has been adopted for business combinations. Under this method, the results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities.

In the company’s financial statements, investment in subsidiary undertaking is stated at cost less amounts written-off. The carrying value of the investment in subsidiary undertaking is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.

Under section 408 of the UK Companies Act 2006, the company is exempt from the requirement to present its own profit and loss account.

The company is included in the consolidated financial statements and considered to be a qualifying entity under FRS 102. The following exemptions available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied:

- The reconciliation of the number of shares outstanding from the beginning to the end of the period has not been included a second time;

• No separate parent company cash flow statement with related notes is included;

• Key management personnel compensation has not been included a second time; and

- Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues.



The company has taken advantage of the exemption available under FRS 102 from disclosing transactions with its subsidiary undertakings where 100% of the voting rights are controlled within the group. The company has no transactions with related parties that are not 100% controlled by the group.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

Judgments made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are detailed in note 2.

## Foreign currency remeasurement

The functional currency of a substantial portion of the group’s companies is the U.S. dollar. As is customary in the oil and natural gas industry, a majority of the group’s turnover is denominated in U.S. dollars; however, a portion of the turnover and expenses incurred by its non-U.S. subsidiaries are denominated in currencies other than the U.S. dollar. Non-monetary balances are held at historical exchange rates. Monetary balances are translated at the year end exchange rates with any gains or losses taken to interest receivable and other similar income or interest payable and other similar expenses. Transactions are shown in the profit and loss account at the average exchange rate during the month that the transaction occurred. Transaction gains and losses, including gains and losses on the settlement of certain derivative instruments, are included in interest receivable and similar income and interest payable and other similar expenses in the group’s consolidated profit and loss account.

## Cash and cash equivalents

Cash, for the purpose of the cash flow statement, consists of cash in hand, deposits repayable on demand and investments with a maturity of less than three months that are repayable on demand without penalty.

## Tangible fixed assets and depreciation

All directly attributable costs incurred in connection with the acquisition, construction, enhancement and improvement of tangible fixed assets are capitalised, including allocations of interest incurred during periods that the group’s drilling rigs are under construction or undergoing major enhancements and improvements. Costs incurred to place an asset into service are capitalised, including costs related to the initial mobilisation of a newbuild drilling rig that are not reimbursed by the customer. Repair and maintenance costs are charged to contract drilling expense in the period in which they occur. Upon sale or retirement of tangible fixed assets, the related cost and accumulated depreciation are removed from the balance sheet, and the resulting gain or loss is included in net profit or loss on disposal of tangible fixed assets.

The group’s tangible fixed assets are depreciated on the straight-line method, after allowing for salvage values, over their estimated useful economic lives. Drilling rigs and related equipment are depreciated over estimated economic useful lives ranging up to 35 years. Buildings and improvements are depreciated over estimated economic useful lives ranging up to 30 years. Other equipment, including computer and communications hardware and software costs, is depreciated over estimated economic useful lives ranging up to 6 years. Depreciable lives and residual values are reviewed if there is an indication of a significant change during the year in the asset’s future economic benefit consumption pattern.

## Negative goodwill

The group recognises negative goodwill at the acquisition date as the fair value of the consideration (and directly attributable transaction costs) less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities and contingent liabilities assumed.

Negative goodwill arising from an acquisition is capitalised, classified within assets on the balance sheet and amortised on a straight-line basis over its estimated useful economic life. The estimated useful economic life of the group’s negative goodwill is 30 years, which represents the weighted average period that the non-monetary assets arising on the acquisition are depreciated. Negative goodwill is stated at cost less any accumulated amortisation. Negative goodwill amortisation is included in depreciation and amortisation in the profit and loss account.



## Impairment of tangible fixed assets

The group evaluates the carrying value of its fixed assets for impairment when events or changes in circumstances indicate that a potential impairment exists. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount of fixed assets is the greater of their net realisable value and value in use. An impairment loss is recognised whenever the carrying value of an asset exceeds its recoverable amount. In assessing value in use, the asset’s expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the rate of return expected on an equally risky investment.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognised.

## Turnover and contract drilling expenses

Substantially all of the group’s drilling contracts ("contracts") are performed on a day rate basis, and the terms of such contracts are typically for a specific period of time or the period of time required to complete a specific task, such as drill a well. Contract turnover and expenses are recognised on a per day basis as the work is performed. Day rate turnover is typically earned, and contract drilling expense is typically incurred, on a uniform basis over the terms of the group’s contracts.

In connection with some contracts, the group receives lump-sum fees or similar compensation for the mobilisation of equipment and personnel prior to the commencement of drilling services or the demobilisation of equipment and personnel upon contract completion. Fees received for the mobilisation or demobilisation of equipment and personnel are included in turnover. The costs incurred in connection with the mobilisation and demobilisation of equipment and personnel are included in contract drilling expense.

Mobilisation fees received and costs incurred are deferred and recognised on a straight-line basis over the period that the related drilling services are performed. Demobilisation fees and related costs are recognised as incurred upon contract completion. Costs associated with the mobilisation of equipment and personnel to more promising market areas without contracts are expensed as incurred.

In connection with some contracts, the group receives up-front lump-sum fees or similar compensation for capital improvements to its drilling rigs. Such compensation is deferred and recognised as turnover over the period that the related drilling services are performed. The cost of such capital improvements is capitalised and depreciated over the economic useful life of the asset.

The group must obtain certifications from various regulatory bodies in order to operate its drilling rigs and must maintain such certifications through periodic inspections and surveys. The costs incurred in connection with maintaining such certifications, including inspections, tests, surveys and drydock, as well as remedial structural work and other compliance costs, are deferred and amortised over the corresponding certification periods.

## Interest receivable and similar income/interest payable and similar expenses

Interest receivable and similar income include interest receivable on funds invested, gain on extinguishment of debt, fair value change on convertible debt, net derivative instrument gains and net foreign exchange gains that are recognised in the profit and loss account.

Interest payable and similar expenses include interest payable, unwinding of the discount on provisions, fair value change on convertible debt, debt extinguishment costs, net derivative instrument losses and net foreign exchange losses that are recognised in the profit and loss account. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial time to be prepared for use, are capitalised as part of the cost of that asset as incurred.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Foreign currency gains and losses are reported on a net basis.



## Taxation

The group conducts operations and earns profit in numerous countries and is subject to the laws of taxing jurisdictions within those countries, including the UK and U.S. Current taxes are recognised for the amount of taxes payable or refundable based on the laws and tax rates in the taxing jurisdictions in which operations are conducted and profit is earned.

The charge for taxation is based on taxable profit or loss for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date. Deferred tax assets are recognised only to the extent that the directors consider that it is more-likely-than-not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

In many of the jurisdictions in which the group operates, tax laws relating to the offshore drilling industry are not well developed and change frequently. Furthermore, the group may enter into transactions with affiliates or employ other tax planning strategies that generally are subject to complex tax regulations. As a result of the foregoing, the tax liabilities and assets the group recognises in its financial statements may differ from the tax positions taken, or expected to be taken, in the group’s tax returns. Tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realised upon effective settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to taxation are included in tax on profit or loss in the consolidated profit and loss account.

The group’s drilling rigs frequently move from one taxing jurisdiction to another based on where they are contracted to perform drilling services. The movement of drilling rigs among taxing jurisdictions may involve a transfer of drilling rig ownership among the group’s subsidiaries. The pre-tax profit resulting from intercompany rig sales is eliminated and the carrying value of rigs sold in intercompany transactions remains at the historical net depreciated cost prior to the transaction. The consolidated financial statements do not reflect the asset disposition transaction of the selling subsidiary or the asset acquisition transaction of the acquiring subsidiary. Taxation resulting from the transfer of drilling rig ownership among subsidiaries is recognised in tax on profit or loss in the year that the intercompany rig sale occurs.

In some instances, the group may determine that certain temporary differences will not result in a taxable or deductible amount in future years, as it is more-likely-than-not the group will depart from a given taxing jurisdiction without such temporary differences being recovered or settled. Under these circumstances, no future tax consequences are expected and no deferred taxes are recognised in connection with such operations. The group evaluates these determinations on a periodic basis and, in the event the group’s expectations relative to future tax consequences change, the applicable deferred taxes are recognised.

Dividend income received by Ensco plc from its subsidiaries is exempt from UK taxation. We do not provide deferred taxes on undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Each of the subsidiaries for which we maintain such policy has significant net assets, liquidity, contract backlog and/or other financial resources available to meet operational and capital investment requirements and otherwise allow us to continue to maintain our policy of reinvesting the undistributed earnings indefinitely.

## Share-based compensation

The group sponsors share-based compensation plans that provide equity compensation to our key employees, officers and non-employee directors. Our Long-Term Incentive Plan (the "2012 LTIP") allows our Board of Directors to authorise share grants to be settled in cash or shares. Compensation expense for share awards to be settled in shares is measured at fair value on the date of grant and recognised on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for share awards to be settled in cash is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. Any adjustments to the compensation cost recognised in our consolidated profit and loss account for awards that are forfeited are recognised in the period in which the forfeitures occur.



## Classification of financial instruments issued

Financial instruments issued are treated as equity only to the extent the following two conditions are achieved:

a) no contractual obligations to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable; and

b) where the instrument will or may be settled in the entity’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the entity’s own equity instruments or is a derivative that will be settled by the entity exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent the above is not met, the proceeds of issue are classified as a financial liability.

## Trade and other debtors/creditors

Trade and other debtors/creditors are recognised initially at the transaction price. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.

## Interest-bearing notes receivables and borrowings classified as basic financial instruments

Interest-bearing notes receivables and borrowings classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. Issuance costs are capitalised and amortised to interest receivable and similar items and interest payable and similar expenses over the term of the instrument.

## Financial instruments not considered to be basic financial instruments ("other financial instruments")

Other financial instruments not meeting the definition of basic financial instruments (including interest-bearing borrowings which contain a conversion feature and derivative financial instruments) are recognised initially at fair value. Subsequent to initial recognition other financial instruments are measured at fair value with changes recognised in profit or loss. Issuance costs are expensed in the profit and loss account in the year of issuance.

The group uses derivative financial instruments to manage its exposure to foreign currency exchange rate risk.

## Provisions for litigation and other items

A provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the group, the company treats the guarantee contract as a contingent liability in its individual financial statements until such time as it becomes probable that the company will be required to make a payment under the guarantee.

## Stocks

Stocks are stated at the lower of weighted-average cost or net realisable value. Net realisable value is based on estimated selling price less any further costs expected to be incurred on disposal.

## Operating lease

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.



## Dividends on shares presented within equity

Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the group. Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements.

## Own shares

Transactions of the company sponsored stock compensation trust are treated as being those of the company and are therefore reflected in the company and group financial statements. In particular, the trust’s purchases and sales of shares in the company are debited and credited directly to own share reserve. The trust acquires the shares required to settle the awards from the company at the nominal value of the shares.

## Non-controlling interests

Local third parties hold an interest in certain of the group’s subsidiaries. These interests are presented as non-controlling interests within the consolidated balance sheet, profit and loss account and cash flow statement.

## Earnings/(loss) per share

The group presents basic and diluted earnings/(loss) per share data for its ordinary shares. Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to ordinary shareholders of the company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings/(loss) per share is determined by adjusting the profit/(loss) attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all potentially dilutive ordinary shares, consisting of share options and performance awards granted to employees.

## 2 Critical accounting policies and estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United Kingdom requires us to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Our significant accounting policies are included in Note 1 to our consolidated financial statements. These policies, along with our underlying judgments and assumptions made in their application, have a significant impact on our consolidated financial statements. We identify our critical accounting policies as those that are the most pervasive and important to the portrayal of our financial position and operating results and that require the most difficult, subjective and/or complex judgments regarding estimates in matters that are inherently uncertain. Our critical accounting policies are those related to tangible fixed assets, impairment of tangible fixed assets and income taxes.

## Tangible fixed assets

As of 31 December 2017, the carrying value of our tangible fixed assets totaled $9.1 billion, which represented 85% of total assets. This carrying value reflects the application of our tangible fixed assets accounting policies, which incorporate our estimates, judgments and assumptions relative to the capitalised costs, useful lives and salvage values of our rigs.

We develop and apply tangible fixed assets accounting policies that are designed to appropriately and consistently capitalise those costs incurred to enhance, improve and extend the useful lives of our assets and expense those costs incurred to repair or maintain the existing condition or useful lives of our assets. The development and application of such policies requires estimates, judgments and assumptions relative to the nature of, and benefits from, expenditures on our assets. We establish tangible fixed assets accounting policies that are designed to depreciate our assets over their estimated useful lives. The judgments and assumptions used in determining the useful lives of our tangible fixed assets reflect both historical experience and expectations regarding future operations, utilisation and performance of our assets. The use of different estimates, judgments and assumptions in the establishment of our tangible fixed assets accounting policies, especially those involving the useful lives of our rigs, would likely result in materially different asset carrying values and operating results.



The useful lives of our drilling rigs are difficult to estimate due to a variety of factors, including technological advances that impact the methods or cost of oil and natural gas exploration and development, changes in market or economic conditions and changes in laws or regulations affecting the drilling industry. We evaluate the remaining useful lives of our rigs on a periodic basis, considering operating condition, functional capability and market and economic factors.

## Fair value of acquired tangible fixed assets

The Group acquired tangible fixed assets in the year with a fair value of $1,762.0 million (note 3). Fair value is estimated using an income approach, projected discounted cash flows or a market approach. The determination of expected discounted cash flows used in an income approach requires significant estimates, judgments and assumptions, comprising those as set out below for impairment of tangible fixed assets. These are subject to the highly cyclical nature of our industry.

## Impairment of tangible fixed assets

During the year ended 31 December 2017, we recorded pre-tax, non-cash losses on impairment of tangible fixed assets of $229.1 million. See note 12 for additional information on our drilling rigs and equipment impairment.

We evaluate the carrying value of our tangible fixed assets, primarily our drilling rigs, when events or changes in circumstances indicate that the carrying value of such rigs may not be recoverable. Generally, extended periods of idle time and/or inability to contract rigs at economical rates are an indication that a rig may be impaired. Impairment situations may arise with respect to specific individual rigs, groups of rigs, such as a specific type of drilling rig, or rigs in a certain geographic location.

For tangible fixed assets used in our operations, recoverability generally is determined by comparing the carrying value of an asset to the expected discounted future cash flows of the asset. If the carrying value of an asset is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset and its estimated fair value. The determination of expected discounted cash flow amounts requires significant estimates, judgments and assumptions, including utilisation levels, day rates, expense levels and capital requirements, as well as cash flows generated upon disposition, for each of our drilling rigs. Due to the inherent uncertainties associated with these estimates, we perform sensitivity analysis on key assumptions as part of our recoverability test.

Our judgments and assumptions about future cash flows to be generated by our drilling rigs are highly subjective and based on consideration of the macroeconomic and following:

• global political environment,

• historical utilisation, day rate and operating expense trends by asset class,

• regulatory requirements such as surveys, inspections and recertification of our rigs,

• remaining useful lives of our rigs,

• expectations on the use and eventual disposition of our rigs,

• weighted-average cost of capital,

• oil price projections,

• sanctioned and unsanctioned offshore project data,

• offshore project break-even economic data,

• global rig supply and construction orders,

• global rig fleet capabilities and relative rankings, and

• expectations of global rig fleet attrition.

We collect and analyse the above information to develop a range of estimated utilisation levels, day rates, expense levels and capital requirements, as well as estimated cash flows generated upon disposition. The most subjective assumptions that impact our impairment analyses include projections of future oil prices and timing of global rig fleet attrition, which, in large part, impact our estimates on timing and magnitude of recovery from the current industry downturn. However, there are numerous judgments and assumptions unique to the projected future cash flows of each rig that individually, and in the aggregate, can significantly impact the recoverability of its carrying value.

The highly cyclical nature of our industry cannot be reasonably predicted with a high level of accuracy and therefore differences between our historical judgments and assumptions and actual results will occur. We reassess our judgments and assumptions in the period in which significant differences are observed and may conclude that a triggering event has occurred and perform a recoverability test. We recognised an impairment charge during 2017 upon changes in estimated useful lives of certain assets.



There are numerous factors underlying the highly cyclical nature of our industry that are reasonably likely to impact our judgments and assumptions including, but not limited to, the following:

• changes in global economic conditions,

• production levels of the Organization of Petroleum Exporting Countries (“OPEC”),

• production levels of non-OPEC countries,

• advances in exploration and development technology,

• offshore and onshore project break-even economics,

• development and exploitation of alternative fuels,

• natural disasters or other operational hazards,

• changes in relevant law and governmental regulations,

• political instability and/or escalation of military actions in the areas we operate,

• changes in the timing and rate of global newbuild rig construction, and

• changes in the timing and rate of global rig fleet attrition.

There is a wide range of interrelated changes in our judgments and assumptions that could reasonably occur as a result of unexpected developments in the aforementioned factors, which could result in materially different carrying values for an individual rig, group of rigs or our entire rig fleet, materially impacting our operating results.

An impairment loss is reversed for tangible fixed assets where the recoverable amount increases as a result of a change in economic conditions or in the expected use of the asset. An impairment is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognised. The reversal of the impairment loss is recognised in the period of the change in economic conditions or in the expected use of the asset.

## Income taxes

We conduct operations and earn income in numerous countries and are subject to the laws of numerous tax jurisdictions. As of 31 December 2017, our consolidated balance sheet included a $13.1 million net deferred income tax asset, a $18.5 million liability for income taxes currently payable and a $178.0 million liability for unrecognised tax provisions, inclusive of interest and penalties.

The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies and are based on estimates, judgments and assumptions regarding future operating results and levels of taxable income. Carryforwards and tax credits are assessed for realisation as a reduction of future taxable income by using a more-likely-than-not determination. We do not offset deferred tax assets and deferred tax liabilities attributable to different tax paying jurisdictions.

We do not provide deferred taxes on the undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Should we make a distribution from these subsidiaries in the form of dividends or otherwise, we would be subject to additional income taxes.

The carrying values of liabilities for income taxes currently payable and unrecognised tax benefits are based on our interpretation of applicable tax laws and incorporate estimates, judgments and assumptions regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, judgments and assumptions in connection with accounting for income taxes, especially those involving the deployment of tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and operating results.

We operate in several jurisdictions where tax laws relating to the offshore drilling industry are not well developed. In jurisdictions where available statutory law and regulations are incomplete or underdeveloped, we obtain professional guidance and consider existing industry practices before utilising tax planning strategies and meeting our tax obligations.

Tax returns are routinely subject to audit in most jurisdictions and tax liabilities occasionally are finalised through a negotiation process. In some jurisdictions, income tax payments may be required before a final income tax obligation is determined in order to avoid significant penalties and/or interest. While we historically have not experienced significant adjustments to previously recognised tax assets and liabilities as a result of finalising tax returns, there can be no assurance that significant adjustments will not arise in the future. In addition, there are several factors that could cause the future level of uncertainty relating to our tax liabilities to increase, including the following:



- 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 utilise 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; and

- We recognised the impact of the enactment of U.S. tax reform during 2017 on a provisional basis. During 2018, we may make adjustments to the provisional amounts as we continue to analyse applicable information and data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

## 3 Acquisition of Atwood

On 29 May 2017, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Atwood Oceanics, Inc. ("Atwood") and Echo Merger Sub, LLC, our wholly-owned subsidiary, and on 6 October 2017 (the "Merger Date"), we completed our acquisition of Atwood pursuant to the Merger Agreement (the "Merger"). Atwood's financial results are included in our consolidated results beginning on the Merger Date.

The Merger is expected to strengthen our position as the leader in offshore drilling across a wide range of water depths around the world. The Merger significantly enhances the capabilities of our rig fleet and improves our ability to meet future customer demand with the highest-specification assets. Turnover of Atwood from the Merger Date included in our consolidated profit and loss account was $23.3 million for the year ended 31 December 2017. Net loss of Atwood from the Merger Date included in our consolidated profit and loss account was $70.1 million, inclusive of integration costs of $27.9 million, for the year ended 31 December 2017.

## Consideration

As a result of the Merger, Atwood shareholders received 1.60 Ensco Class A Ordinary shares for each share of Atwood common stock, representing a value of $9.33 per share of Atwood common stock based on a closing price of $5.83 per Class A ordinary share on 5 October 2017, the last trading day before the Merger Date. Total consideration delivered in the Merger consisted of 132.2 million of our Class A ordinary shares and $11.1 million of cash in settlement of certain share-based payment awards. The total aggregate value of consideration transferred was $781.8 million. Additionally, upon closing of the Merger, we utilised cash acquired of $445.4 million and cash on hand to extinguish Atwood's revolving credit facility, outstanding senior notes and accrued interest totalling $1.3 billion. The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in negative goodwill of $120.7 million.

## Assets acquired and liabilities assumed

Assets acquired and liabilities assumed in the Merger have been recorded at their estimated fair values as of the Merger Date under the acquisition method of accounting. When the fair value of the net assets acquired exceeds the consideration transferred in an acquisition, the difference is recorded as negative goodwill and amortised over its useful life. We have not finalised the fair values of assets acquired and liabilities assumed; therefore, the fair value estimates set forth below are subject to adjustment during a one year measurement period subsequent to the Merger Date. The estimated fair values of certain assets and liabilities including inventory, tangible fixed assets and contingencies require judgments and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.



The provisional amounts for assets acquired and liabilities assumed are based on preliminary estimates of their fair values as of the Merger Date and were as follows:

<table><tr><td></td><td>Book values \( millions</td><td>Fair value adjustments \) millions</td><td>Recognised values on acquisition $ millions</td></tr><tr><td>Assets</td><td></td><td></td><td></td></tr><tr><td>Tangible fixed assets</td><td>4,115.1</td><td>(2,353.1)</td><td>1,762.0</td></tr><tr><td>Trade receivable</td><td>63.0</td><td>(0.7)</td><td>62.3</td></tr><tr><td>Other current assets</td><td>136.6</td><td>5.2</td><td>141.8</td></tr><tr><td>Cash and cash equivalents \( ^{(1)} \)</td><td>445.4</td><td>-</td><td>445.4</td></tr><tr><td>Liabilities</td><td></td><td></td><td></td></tr><tr><td>Trade creditors and accruals</td><td>(64.6)</td><td>(0.3)</td><td>(64.9)</td></tr><tr><td>Other liabilities, including taxes</td><td>(78.9)</td><td>(39.9)</td><td>(118.8)</td></tr><tr><td>Net assets acquired</td><td>4,616.6</td><td>(2,388.8)</td><td>2,227.8</td></tr><tr><td>Total cost of business combination</td><td></td><td></td><td></td></tr><tr><td>Merger consideration</td><td></td><td></td><td>(781.8)</td></tr><tr><td>Repayment of Atwood debt</td><td></td><td></td><td>(1,305.9)</td></tr><tr><td>Costs directly attributable to the business combination</td><td></td><td></td><td>(19.4)</td></tr><tr><td>Total consideration including debt repaid</td><td></td><td></td><td>(2,107.1)</td></tr><tr><td>Negative goodwill on acquisition</td><td></td><td></td><td>120.7</td></tr></table>

(1) Upon closing of the Merger, we utilised acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion.

## Negative goodwill

The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in negative goodwill primarily due to depressed offshore drilling company valuations. Market capitalisations across the offshore drilling industry have declined significantly since mid-2014 due to the decline in commodity prices and the related imbalance of supply and demand for drilling rigs. The resulting negative goodwill was further driven by the decline in our share price from $6.70 to $5.83 between the last trading day prior to the announcement of the Merger and the Merger Date. The negative goodwill was included in our consolidated balance sheet for the year ended 31 December 2017 and amortised on a straight-line basis over its estimated useful economic life of 30 years.

## Merger-related costs

Merger-related costs consisted of various advisory, legal, accounting, valuation and other professional or consulting fees totalling $19.4 million for the year ended 31 December 2017. These costs are included in negative goodwill in our consolidated balance sheet.

## Tangible fixed assets

Tangible fixed assets acquired in connection with the Merger consisted primarily of drilling rigs and related equipment, including four drillships (two of which are under construction), two semisubmersible rigs and five jackup rigs. We recorded tangible fixed assets acquired at its estimated fair value of $1.8 billion. We estimated the fair value of the rigs and equipment by applying an income approach, using projected discounted cash flows, or a market approach. We estimated remaining useful lives for Atwood's drilling rigs, which ranged from 16 to 35 years based on original estimated useful lives of 30 to 35 years.



## Deferred taxes

The Merger was executed through the acquisition of Atwood's outstanding common stock and, therefore, the historical tax bases of the acquired assets and assumed liabilities, net operating losses and other tax attributes of Atwood were assumed as of the Merger Date. However, adjustments were recorded to recognise deferred tax assets and liabilities for the tax effects of differences between acquisition date fair values and tax bases of assets acquired and liabilities assumed. Additionally, the interaction of our and Atwood's tax attributes that impacted the deferred taxes of the combined entity were also recognised as part of acquisition accounting. As of the Merger Date, an increase of $2.5 million to Atwood's net deferred tax liability was recognised.

Deferred tax assets and liabilities recognised in connection with the Merger were measured at rates enacted as of the Merger Date. Tax rate changes, or any deferred tax adjustments for new tax legislation, following the Merger Date, including the recently enacted U.S. tax reform, will be reflected in our operating results in the period in which the change in tax laws or rate is enacted.

## Intangible assets and liabilities

We recorded intangible assets totalling $33.3 million representing the estimated fair value of Atwood's firm drilling contracts in place at the Merger Date with favourable contract terms compared to then-market day rates for comparable drilling rigs. The various factors considered in the determination of these fair values were (1) the contracted day rate for each contract, (2) the remaining term of each contract, (3) the rig class and (4) the market conditions for each respective rig class at the Merger Date. The intangible assets were calculated based on the present value of the difference in cash flows over the remaining contract term as compared to a hypothetical contract with the same remaining term at an estimated then-current market day rate using a risk-adjusted discount rate and an estimated effective income tax rate.

Turnover included $16.1 million of asset amortisation during the year ended 31 December 2017. The remaining balance of $17.2 million was included in intangible assets in our consolidated balance sheet as of 31 December 2017. These balances will be amortised to operating turnover over the respective remaining drilling contract terms on a straight-line basis. Amortisation for these intangible assets is estimated to be $11.4 million and $5.8 million for 2018 and 2019, respectively.

We recorded intangible liabilities of $60.0 million for the estimated fair value of unfavourable drillship construction contracts, which were determined by comparing the firm obligations for the remaining construction of ENSCO DS-13 and ENSCO DS-14 to the estimated current market rates for the construction of a comparable drilling rig. The unfavourable construction liability was calculated based on the present value of the difference in cash outflows for the remaining contractual payments as compared to a hypothetical contract with the same remaining contractual payments at estimated then-current market rates using a risk-adjusted discount rate and an estimated effective income tax rate. The liabilities will be amortised over the estimated life of ENSCO DS-13 and ENSCO DS-14 as a reduction of depreciation expense beginning on the date the rig is placed into service.

## 4 Segmental information

Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third-parties. Our two reportable segments, Floaters and Jackups, provide one service, contract drilling.

General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating profit/(loss) and were included in "Reconciling Items." Tangible fixed assets not allocated to the group’s operating segments were also included in "Reconciling Items."



The tables below set out information for each of the operating segments.

Year ended 31 December 2017

<table><tr><td></td><td>Floaters \( millions</td><td>Jackups \) millions</td><td>Other \( millions</td><td>Operating Segments Total \) millions</td><td>Reconciling Items \( millions</td><td>Group Total \) millions</td></tr><tr><td>Turnover</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Turnover to third parties</td><td>1,143.5</td><td>640.3</td><td>59.2</td><td>1,843.0</td><td>-</td><td>1,843.0</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling expense</td><td>626.5</td><td>512.1</td><td>53.2</td><td>1,191.8</td><td>-</td><td>1,191.8</td></tr><tr><td>Depreciation and amortisation</td><td>233.5</td><td>137.4</td><td>-</td><td>370.9</td><td>14.9</td><td>385.8</td></tr><tr><td>Impairment of tangible fixed assets</td><td>234.3</td><td>21.2</td><td>-</td><td>255.5</td><td>-</td><td>255.5</td></tr><tr><td>General and administrative expenses</td><td>-</td><td>-</td><td>-</td><td>-</td><td>138.4</td><td>138.4</td></tr><tr><td>Other operating loss, net</td><td>(1.2)</td><td>-</td><td>-</td><td>(1.2)</td><td>-</td><td>(1.2)</td></tr><tr><td>Operating loss</td><td>50.4</td><td>(30.4)</td><td>6.0</td><td>26.0</td><td>(153.3)</td><td>(127.3)</td></tr><tr><td>Tangible fixed assets</td><td>7,018.2</td><td>2,077.9</td><td>-</td><td>9,096.1</td><td>45.2</td><td>9,141.3</td></tr><tr><td>Capital expenditures</td><td>404.3</td><td>55.8</td><td>-</td><td>460.1</td><td>4.1</td><td>464.2</td></tr></table>

Year ended 31 December 2016

<table><tr><td></td><td>Floaters \( millions</td><td>Jackups \) millions</td><td>Other \( millions</td><td>Operating Segments Total \) millions</td><td>Reconciling Items \( millions</td><td>Group Total \) millions</td></tr><tr><td>Turnover</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Turnover to third parties</td><td>1,771.1</td><td>929.5</td><td>75.8</td><td>2,776.4</td><td>-</td><td>2,776.4</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract drilling expense</td><td>727.5</td><td>518.7</td><td>58.9</td><td>1,305.1</td><td>-</td><td>1,305.1</td></tr><tr><td>Depreciation and amortisation</td><td>317.5</td><td>136.1</td><td>-</td><td>453.6</td><td>17.5</td><td>471.1</td></tr><tr><td>General and administrative expenses</td><td>-</td><td>-</td><td>-</td><td>-</td><td>100.8</td><td>100.8</td></tr><tr><td>Other operating loss, net</td><td>(0.5)</td><td>(1.7)</td><td>-</td><td>(2.2)</td><td>-</td><td>(2.2)</td></tr><tr><td>Operating profit</td><td>726.6</td><td>276.4</td><td>16.9</td><td>1,019.9</td><td>(118.3)</td><td>901.6</td></tr><tr><td>Tangible fixed assets</td><td>5,733.2</td><td>1,409.8</td><td>-</td><td>7,143.0</td><td>57.9</td><td>7,200.9</td></tr><tr><td>Capital expenditures</td><td>86.3</td><td>184.7</td><td>-</td><td>271.0</td><td>5.5</td><td>276.5</td></tr></table>



## Information about geographic areas

For purposes of our geographic disclosure, we attribute turnover to the geographic location where such turnover was earned. Consolidated turnover by region for the years ended 31 December 2017 and 2016 was as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Angola \( ^{(1)} \)</td><td>445.7</td><td>552.1</td></tr><tr><td>Egypt \( ^{(2)} \)</td><td>214.8</td><td>141.2</td></tr><tr><td>Australia \( ^{(3)} \)</td><td>206.7</td><td>222.8</td></tr><tr><td>Brazil \( ^{(2)} \)</td><td>196.2</td><td>298.0</td></tr><tr><td>Saudi Arabia \( ^{(4)} \)</td><td>171.8</td><td>210.6</td></tr><tr><td>United Kingdom \( ^{(4)} \)</td><td>164.6</td><td>246.2</td></tr><tr><td>U.S. Gulf of Mexico \( ^{(5)} \)</td><td>149.8</td><td>531.7</td></tr><tr><td>Other</td><td>293.4</td><td>573.8</td></tr><tr><td></td><td>1,843.0</td><td>2,776.4</td></tr></table>

(1) For the years ended 31 December 2017 and 2016, 88% and 87% of turnover earned in Angola, respectively, was attributable to our Floaters segment with the remaining turnover attributable to our Jackups segment.

(2) For the years ended 31 December 2017 and 2016, all turnover was attributable to our Floaters segment.

(3) For the years ended 31 December 2017 and 2016, 87% and 95% of turnover earned in Australia, respectively, was attributable to our Floaters segment with the remaining turnover attributable to our Jackups segment.

(4) For the years ended 31 December 2017 and 2016, all turnover was attributable to our Jackups segment.

(5) For the years ended 31 December 2017 and 2016, 29% and 82% of turnover earned in the U.S. Gulf of Mexico, respectively, was attributable to our Floaters segment. For the years ended 31 December 2017 and 2016, 31% and 7% of turnover, respectively, was attributable to our Jackups segment.

For purposes of our tangible fixed assets geographic area disclosure, we attribute assets to the geographic location of the drilling rig as of the end of the applicable year. For new construction projects, assets are attributed to the location of future operation if known or to the location of construction if the ultimate location of operation is undetermined.

Information by country for those countries that account for more than 10% of our drilling rigs and equipment was as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Singapore</td><td>2,055.8</td><td>802.8</td></tr><tr><td>United States</td><td>1,652.9</td><td>1,737.6</td></tr><tr><td>Spain</td><td>1,370.7</td><td>1,346.7</td></tr><tr><td>Angola</td><td>686.6</td><td>706.9</td></tr><tr><td>United Kingdom</td><td>371.8</td><td>294.2</td></tr><tr><td>Other countries</td><td>3,003.5</td><td>2,312.7</td></tr><tr><td></td><td>9,141.3</td><td>7,200.9</td></tr></table>



## 5 Notes to the profit and loss account

<table><tr><td>Group</td><td></td><td></td></tr><tr><td>(Loss)/profit before taxation is stated after the following:</td><td>2017</td><td>2016</td></tr><tr><td>Depreciation</td><td>386.8</td><td>471.1</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>255.5</td><td>-</td></tr><tr><td>Operating lease rentals - offices and equipment</td><td>29.0</td><td>32.6</td></tr><tr><td>Amortisation of other intangibles and other assets</td><td>(61.6)</td><td>(20.5)</td></tr><tr><td>Amortisation of negative goodwill</td><td>(1.0)</td><td>-</td></tr><tr><td>Net profit on disposal of drilling rigs and equipment</td><td>1.2</td><td>2.2</td></tr><tr><td>Auditors&#x27; remuneration</td><td>2017</td><td>2016</td></tr><tr><td>Audit of these financial statements</td><td>$ millions</td><td>$ millions</td></tr><tr><td>Amounts receivable by associates of the auditors in respect of:</td><td></td><td></td></tr><tr><td>Audit of Ensko plc financial statements for other regulatory purposes</td><td>2.4</td><td>2.3</td></tr><tr><td>Audit of financial statements of subsidiaries pursuant to legislation</td><td>0.3</td><td>0.4</td></tr><tr><td>Other services relating to taxation</td><td>0.9</td><td>1.0</td></tr></table>

## 6 Remuneration of directors

Remuneration of directors

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Directors’ emoluments</td><td>3.2</td><td>2.2</td></tr><tr><td>Amounts receivable under long-term incentive schemes</td><td>5.8</td><td>5.1</td></tr><tr><td></td><td>9.0</td><td>7.3</td></tr></table>

The aggregate of emoluments and amounts receivable under long-term incentive schemes of the highest paid director was $5.9 million (2016: $4.3 million). During the year, the highest paid director received shares under a long-term incentive scheme.

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>The number of directors who exercised share options was:</td><td>-</td><td>-</td></tr><tr><td>The number of directors in respect of whose services shares were received or receivable under long-term incentive schemes was:</td><td>11</td><td>9</td></tr></table>

The directors benefited from qualifying third party indemnity provisions.



## 7 Staff numbers and costs

The average number of persons employed by the group (including directors) during the year, analysed by category, was as follows:

<table><tr><td></td><td>Number of employees 2017</td><td>Number of employees 2016</td></tr><tr><td>Floaters</td><td>1,513</td><td>1,976</td></tr><tr><td>Jackups</td><td>1,742</td><td>1,818</td></tr><tr><td>Shore-based</td><td>1,183</td><td>1,242</td></tr><tr><td></td><td>4,438</td><td>5,036</td></tr><tr><td>The aggregate payroll costs of these persons were as follows:</td><td></td><td></td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Wages and salaries</td><td>461.4</td><td>532.5</td></tr><tr><td>Share based payments</td><td>41.2</td><td>39.6</td></tr><tr><td>Savings plan contributions</td><td>31.4</td><td>35.9</td></tr><tr><td>Social security costs</td><td>15.7</td><td>19.3</td></tr><tr><td></td><td>549.7</td><td>627.3</td></tr></table>

The parent company had no employees during the year ended 31 December 2017 (2016: nil).

Key management personnel compensation in total was $24.7 million for the year ended 31 December 2017 (2016: $24.6 million).

## 8 Interest receivable and similar income

<table><tr><td>Group</td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Fair value change on convertible debt</td><td>113.4</td><td>-</td></tr><tr><td>Interest receivable on cash and investments</td><td>25.8</td><td>13.8</td></tr><tr><td>Net fair value changes on derivatives</td><td>14.0</td><td>18.2</td></tr><tr><td>Gain on extinguishment of debt</td><td>-</td><td>287.8</td></tr><tr><td>Other income</td><td>4.7</td><td>1.9</td></tr><tr><td></td><td>157.9</td><td>321.7</td></tr></table>

## 9 Interest payable and other similar expenses

<table><tr><td>Group</td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Senior notes, debentures and bonds</td><td>290.4</td><td>302.5</td></tr><tr><td>Less finance costs capitalised</td><td>(72.5)</td><td>(45.7)</td></tr><tr><td>Net foreign currency exchange losses</td><td>9.4</td><td>17.0</td></tr><tr><td>Loss on extinguishment of debt</td><td>5.3</td><td>-</td></tr><tr><td>Fair value change on convertible debt</td><td>-</td><td>25.2</td></tr><tr><td></td><td>232.6</td><td>299.0</td></tr></table>

Finance costs have been capitalised into tangible fixed assets at a rate of 6.4% (2016: 6.2%).



## 10 Taxation

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td>Analysis of charge in year</td><td>$ millions</td><td>$ millions</td></tr><tr><td>UK corporation tax</td><td></td><td></td></tr><tr><td>Current tax at the standard rate of 19.25% (2016: 20.0%)</td><td>9.1</td><td>9.5</td></tr><tr><td>Adjustments in respect of prior years</td><td>(0.1)</td><td>(0.5)</td></tr><tr><td></td><td>9.0</td><td>9.0</td></tr><tr><td>Foreign tax</td><td></td><td></td></tr><tr><td>Current tax for the year</td><td>44.0</td><td>73.7</td></tr><tr><td>Adjustments in respect of prior years</td><td>1.2</td><td>(7.0)</td></tr><tr><td></td><td>45.2</td><td>66.7</td></tr><tr><td>Total current tax</td><td>54.2</td><td>75.7</td></tr><tr><td>Deferred tax</td><td></td><td></td></tr><tr><td>Origination/reversal of timing differences</td><td>16.1</td><td>2.8</td></tr><tr><td>Adjustments in respect of prior years</td><td>6.7</td><td>0.6</td></tr><tr><td>Total deferred tax</td><td>22.8</td><td>3.4</td></tr><tr><td>Tax on (loss)/profit</td><td>77.0</td><td>79.1</td></tr></table>

## Factors affecting the tax charge for the current period

The tax charge for the year differs from the standard rate of corporation tax in the UK. The differences are explained below.

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Tax reconciliation</td><td></td><td></td></tr><tr><td>(Loss)/profit before taxation</td><td>(202.0)</td><td>924.3</td></tr><tr><td>Tax at the standard UK rate of 19.25% (2016: 20.0%)</td><td>(38.9)</td><td>184.9</td></tr><tr><td>Effects of:</td><td></td><td></td></tr><tr><td>Higher/(lower) tax rates on non-U.K. earnings</td><td>34.0</td><td>(66.4)</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>47.6</td><td>-</td></tr><tr><td>U.S. Tax Reform</td><td>16.5</td><td>-</td></tr><tr><td>UK controlled foreign company charge</td><td>8.9</td><td>-</td></tr><tr><td>Debt buyback and debt swap</td><td>5.4</td><td>(40.7)</td></tr><tr><td>Net expense in connection with resolutions of tax issues and adjustments relating to prior years</td><td>7.8</td><td>(6.9)</td></tr><tr><td>Other</td><td>(4.3)</td><td>8.2</td></tr><tr><td>Tax on (loss)/profit</td><td>77.0</td><td>79.1</td></tr></table>



## 11 Dividends

The aggregate amount of dividends consists of:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Dividends paid in the year</td><td>13.8</td><td>11.6</td></tr></table>

The quarterly dividends approved by the directors and paid by the company from 1 January 2017 to 31 December 2017 were:

<table><tr><td></td><td>Per Class A</td><td>Total</td></tr><tr><td></td><td>Ordinary</td><td>Dividends</td></tr><tr><td></td><td>Share</td><td>Paid</td></tr><tr><td>Payment Date</td><td>$ per share</td><td>$ millions</td></tr><tr><td>17 March 2017</td><td>0.1</td><td>3.1</td></tr><tr><td>16 June 2017</td><td>0.1</td><td>3.1</td></tr><tr><td>22 September 2017</td><td>0.1</td><td>3.2</td></tr><tr><td>15 December 2017</td><td>0.1</td><td>4.4</td></tr><tr><td></td><td></td><td>13.8</td></tr></table>

On 16 March 2018, the company paid a dividend in the amount of $4.4 million ($0.01 per share) that was not recognised as a liability at the balance sheet date as it was approved by the directors subsequent to 31 December 2017.

The quarterly dividends approved by the directors and paid by the company from 1 January 2016 to 31 December 2016 were:

<table><tr><td></td><td>Per Class A</td><td>Total</td></tr><tr><td></td><td>Ordinary</td><td>Dividends</td></tr><tr><td></td><td>Share</td><td>Paid</td></tr><tr><td>Payment Date</td><td>$ per share</td><td>$ millions</td></tr><tr><td>18 March 2016</td><td>0.1</td><td>2.4</td></tr><tr><td>17 June 2016</td><td>0.1</td><td>3.1</td></tr><tr><td>16 September 2016</td><td>0.1</td><td>3.1</td></tr><tr><td>16 December 2016</td><td>0.1</td><td>3.0</td></tr><tr><td></td><td></td><td>11.6</td></tr></table>



<table><tr><td>Group</td><td>Drilling rigs and equipment \( millions</td><td>Assets in course of construction \) millions</td><td>Other \( millions</td><td>Total \) millions</td></tr><tr><td>Cost</td><td></td><td></td><td></td><td></td></tr><tr><td>At beginning of year</td><td>15,187.1</td><td>1,744.3</td><td>180.8</td><td>17,112.2</td></tr><tr><td>Additions</td><td>-</td><td>795.1</td><td>-</td><td>795.1</td></tr><tr><td>Atwood assets acquired</td><td>1,354.3</td><td>407.7</td><td>-</td><td>1,762.0</td></tr><tr><td>Transfers</td><td>66.1</td><td>(71.7)</td><td>5.6</td><td>-</td></tr><tr><td>Disposals</td><td>(255.8)</td><td>0.8</td><td>(2.8)</td><td>(257.8)</td></tr><tr><td>At end of year</td><td>16,351.7</td><td>2,876.2</td><td>183.6</td><td>19,411.5</td></tr><tr><td>Depreciation</td><td></td><td></td><td></td><td></td></tr><tr><td>At beginning of year</td><td>9,218.5</td><td>593.9</td><td>98.9</td><td>9,911.3</td></tr><tr><td>Charge for year</td><td>366.9</td><td>-</td><td>19.9</td><td>386.8</td></tr><tr><td>Impairment</td><td>229.1</td><td>-</td><td>-</td><td>229.1</td></tr><tr><td>Disposals</td><td>(253.7)</td><td>-</td><td>(3.3)</td><td>(257.0)</td></tr><tr><td>At end of year</td><td>9,560.8</td><td>593.9</td><td>115.5</td><td>10,270.2</td></tr><tr><td>Net book value</td><td></td><td></td><td></td><td></td></tr><tr><td>At 31 December 2017</td><td>6,790.9</td><td>2,282.3</td><td>68.1</td><td>9,141.3</td></tr><tr><td>At 31 December 2016</td><td>5,968.6</td><td>1,150.4</td><td>81.9</td><td>7,200.9</td></tr></table>

Included in additions to the cost of tangible fixed assets is $72.5 million (2016: $45.7 million) in respect of capitalised finance costs.

During 2017, we determined that triggering events occurred for two semisubmersibles and two jackup rigs, resulting in the performance of recoverability tests. Our estimates of the discounted cash flows over the estimated remaining useful lives were not sufficient to recover each asset’s carrying value. We recognised a pre-tax, non-cash loss on impairment of $229.1 million related to older, less capable, non-core assets in our fleet. The impairment charge was included in impairment of tangible fixed assets and other assets within cost of sales. We measured the fair value of these rigs by applying an income approach, using projected discounted cash flows and a pre-tax discount rate of 12.5 percent.

## 13 Investments

<table><tr><td>Group</td><td>Short-term deposits $ millions</td></tr><tr><td>Cost</td><td></td></tr><tr><td>At beginning of year</td><td>1,442.6</td></tr><tr><td>Additions</td><td>1,040.0</td></tr><tr><td>Repaid at maturity</td><td>(2,042.6)</td></tr><tr><td>At end of year</td><td>440.0</td></tr></table>

Short-term deposits consist of cash deposited with a financial institution for a specified period of time, which bears interest.

Information on the group’s subsidiary undertakings is included in note 27.



<table><tr><td>Company</td><td>Short-term deposits \( millions</td></tr><tr><td>Cost</td><td></td></tr><tr><td>At beginning of year</td><td>1,170.6</td></tr><tr><td>Additions</td><td>704.2</td></tr><tr><td>Repaid at maturity</td><td>(1,434.8)</td></tr><tr><td>At end of year</td><td>440.0</td></tr></table>

Short-term deposits consist of cash deposited with a financial institution for a specified period of time, which bears interest.

The cost and net book value of the company’s investments in subsidiaries totalled $7,730.3 million at 31 December 2017 (2016: $6,959.6 million). In 2017, the company made an investment of $770.7 million in Ensko Global Limited, a subsidiary of the company. In 2016, the company made an investment of $2 in Ensko Jersey Finance Limited, a new subsidiary of the company.

## 14 Stocks

Group stocks totalled $278.8 million at 31 December 2017 (2016: $225.2 million) and primarily are comprised of consumable supplies required to operate drilling rigs and equipment. An inventory charge of $24.7 million was recognised during the year ended 31 December 2017 (2016: $5.4 million).

## 15 Debtors

<table><tr><td>Group</td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Amounts falling due within one year</td><td></td><td></td></tr><tr><td>Trade debtors</td><td>345.4</td><td>361.0</td></tr><tr><td>Prepaid taxes</td><td>43.5</td><td>30.7</td></tr><tr><td>Deferred mobilisation costs</td><td>29.7</td><td>32.4</td></tr><tr><td>Deferred tax assets</td><td>13.1</td><td>22.0</td></tr><tr><td>Prepaid expenses</td><td>14.2</td><td>7.9</td></tr><tr><td>Other debtors</td><td>12.0</td><td>18.0</td></tr><tr><td></td><td>457.9</td><td>472.0</td></tr><tr><td>Amounts falling due in more than one year</td><td></td><td></td></tr><tr><td>Deferred mobilisation costs</td><td>37.4</td><td>35.7</td></tr><tr><td>SERP assets</td><td>30.9</td><td>27.7</td></tr><tr><td>Deferred tax assets</td><td>-</td><td>10.4</td></tr><tr><td>Unbilled trade debtors</td><td>-</td><td>3.4</td></tr><tr><td>Other debtors</td><td>17.4</td><td>6.8</td></tr><tr><td></td><td>85.7</td><td>84.0</td></tr><tr><td></td><td>543.6</td><td>556.0</td></tr></table>

A bad debt reserve reversal of $0.7 million was recognised during the year ended 31 December 2017 (2016: reversal of $5.7 million).



<table><tr><td>The group deferred tax assets are analysed as follows:</td><td>2017 \( millions</td><td>2016 \) millions</td></tr><tr><td>Deferred turnover</td><td>17.8</td><td>44.4</td></tr><tr><td>Net operating loss carryforwards</td><td>36.8</td><td>33.4</td></tr><tr><td>Foreign tax credits</td><td>30.8</td><td>28.9</td></tr><tr><td>Employee benefits, including share based compensation</td><td>14.2</td><td>28.5</td></tr><tr><td>Premium on long-term debt</td><td>8.9</td><td>(6.5)</td></tr><tr><td>U.S. tax on foreign income</td><td>(24.8)</td><td>-</td></tr><tr><td>U.S. tax deferred transition rate</td><td>(13.7)</td><td>-</td></tr><tr><td>Accelerated capital allowances on tangible fixed assets</td><td>(68.8)</td><td>(118.2)</td></tr><tr><td>Intercompany transfers of property</td><td>-</td><td>9.8</td></tr><tr><td>Other timing differences</td><td>11.9</td><td>12.1</td></tr><tr><td></td><td>13.1</td><td>32.4</td></tr><tr><td>Company</td><td></td><td></td></tr><tr><td></td><td>2017 \( millions</td><td>2016 \) millions</td></tr><tr><td>Amounts falling due within one year</td><td></td><td></td></tr><tr><td>Revolving note receivable from a group company</td><td>259.2</td><td>415.2</td></tr><tr><td>Receivable from group companies</td><td>38.9</td><td>30.9</td></tr><tr><td>Other assets</td><td>7.0</td><td>7.3</td></tr><tr><td></td><td>305.1</td><td>453.4</td></tr><tr><td>Amounts falling due in more than one year</td><td></td><td></td></tr><tr><td>Notes receivable from group companies</td><td>3,002.0</td><td>1,511.8</td></tr><tr><td>Receivable from group companies</td><td>149.6</td><td>136.0</td></tr><tr><td>Other assets</td><td>13.0</td><td>-</td></tr><tr><td></td><td>3,164.6</td><td>1,647.8</td></tr><tr><td>Total debtors</td><td>3,469.7</td><td>2,101.2</td></tr></table>

During 2015, the company entered into revolving loan agreements with a group company. The maximum borrowing capacity under the agreements is $2.0 billion. Interest is paid quarterly in arrears at LIBOR plus 1.75%. The borrowings under the agreements are due on demand, but no later than 14 December 2020.

During 2017, the company entered into a loan agreement with a group company for $1,025.0 million. The borrowings under the agreement are due on 6 October 2022. Interest is paid annually at the rate of 7.0%.

During 2016, the company entered into three notes receivable from a group company for $500.0 million with an interest rate of 8.5% due on 24 June 2023, $300.0 million with an interest rate of 8.9% due on 24 June 2024 and $468.4 million with an interest rate of 9.5% due on 24 June 2025. Interest is paid semi-annually on the notes.

During 2017, the company purchased a group company’s debt on the open market. The borrowings are due on 1 January 2019. Interest is paid semi-annually at a rate of 8.5%. The amount outstanding net of premiums/discounts at 31 December 2017 was $273.8 million (2016: $57.0 million).

During 2017, the company purchased a group company’s debt on the open market. The borrowings are due on 1 January 2020. Interest is paid semi-annually at a rate of 6.875%. The amount outstanding net of premiums/discounts at 31 December 2017 was $434.8 million (2016: $186.4 million).



## 16 Creditors: amounts falling due within one year

## Group

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Trade creditors</td><td>432.6</td><td>145.9</td></tr><tr><td>Personnel costs</td><td>97.4</td><td>106.6</td></tr><tr><td>Interest payable to debt holders</td><td>83.1</td><td>71.7</td></tr><tr><td>Deferred turnover</td><td>73.0</td><td>116.7</td></tr><tr><td>Corporation tax</td><td>46.4</td><td>40.7</td></tr><tr><td>Other financial liabilities</td><td>0.4</td><td>12.7</td></tr><tr><td>Current maturities of interest bearing debt</td><td>-</td><td>331.9</td></tr><tr><td>Other creditors</td><td>11.0</td><td>10.8</td></tr><tr><td></td><td>743.9</td><td>837.0</td></tr><tr><td>Company</td><td></td><td></td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest payable to debt holders</td><td>52.4</td><td>44.4</td></tr><tr><td>Interest payable to group companies</td><td>13.5</td><td>1.3</td></tr><tr><td>Amounts owed to group companies</td><td>0.1</td><td>2.4</td></tr><tr><td>Current maturities of interest bearing debt</td><td>-</td><td>182.5</td></tr><tr><td></td><td>66.0</td><td>230.6</td></tr><tr><td>17 Creditors: amounts falling due after more than one year</td><td></td><td></td></tr><tr><td>Group</td><td></td><td></td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt</td><td>4,904.2</td><td>5,215.8</td></tr><tr><td>Contract intangibles</td><td>59.6</td><td>-</td></tr><tr><td>Deferred turnover</td><td>51.2</td><td>120.9</td></tr><tr><td>Supplemental executive retirement plan liabilities</td><td>32.0</td><td>28.9</td></tr><tr><td>Deferred rent</td><td>17.1</td><td>-</td></tr><tr><td>Other creditors</td><td>30.3</td><td>24.6</td></tr><tr><td></td><td>5,094.4</td><td>5,390.2</td></tr><tr><td>Interest bearing debt is repayable as follows:</td><td></td><td></td></tr><tr><td>Group</td><td></td><td></td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt falling due within five years</td><td>958.1</td><td>1,801.8</td></tr><tr><td>Interest bearing debt falling due after five years</td><td>3,924.7</td><td>3,592.6</td></tr><tr><td></td><td>4,882.8</td><td>5,394.4</td></tr><tr><td>Adjustments to recognise 2024 Convertible Notes at fair value, deferred financing costs and unamortised discounts and premiums, net included in interest bearing debt</td><td>21.4</td><td>153.3</td></tr><tr><td></td><td>4,904.2</td><td>5,547.7</td></tr></table>



Interest bearing debt consists of the instruments discussed below.

<table><tr><td>Principal outstanding</td><td>2017 \( millions</td><td>2016 \) millions</td></tr><tr><td>Convertible senior notes</td><td></td><td></td></tr><tr><td>3.000% due 2024</td><td>849.5</td><td>849.5</td></tr><tr><td>Senior notes</td><td></td><td></td></tr><tr><td>8.5% due 2019</td><td>237.6</td><td>438.0</td></tr><tr><td>6.875% due 2020</td><td>450.9</td><td>680.8</td></tr><tr><td>4.70% due 2021</td><td>269.7</td><td>683.0</td></tr><tr><td>8.00% due 2024</td><td>332.0</td><td>-</td></tr><tr><td>4.50% due 2024</td><td>623.3</td><td>623.3</td></tr><tr><td>5.20% due 2025</td><td>669.3</td><td>669.3</td></tr><tr><td>7.875% due 2040</td><td>300.0</td><td>300.0</td></tr><tr><td>5.750% due 2044</td><td>1,000.5</td><td>1,000.5</td></tr><tr><td>Debenture</td><td></td><td></td></tr><tr><td>7.20% due 2027</td><td>150.0</td><td>150.0</td></tr><tr><td></td><td>4,882.8</td><td>5,394.4</td></tr></table>

## Convertible senior notes

In December 2016, Ensco Jersey Finance Limited, a wholly-owned subsidiary of Ensco plc, issued $849.5 million aggregate principal amount of unsecured 2024 Convertible Notes in a private offering. The 2024 Convertible Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Ensco plc and are exchangeable into cash, our Class A ordinary shares or a combination thereof, at our election. Interest on the 2024 Convertible Notes is payable semiannually on 31 January and 31 July of each year. The 2024 Convertible Notes will mature on 31 January 2024, unless exchanged, redeemed or repurchased in accordance with their terms prior to such date. Holders may exchange their 2024 Convertible Notes at their option any time prior to 31 July 2023 only under certain circumstances set forth in the indenture governing the 2024 Convertible Notes. On or after 31 July 2023, holders may exchange their 2024 Convertible Notes at any time. The exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an exchange price of $14.02 per share, and is subject to adjustment upon certain events. The 2024 Convertible Notes may not be redeemed by us except in the event of certain tax law changes. The total net proceeds from this offering, including issuance costs were $822.8 million.

Upon conversion of the 2024 Convertible Notes, holders will receive cash, our Class A ordinary shares or a combination thereof, at our election. Our intent is to settle the principal amount of the 2024 Convertible Notes in cash upon conversion. If the conversion value exceeds the principal amount (i.e., our share price exceeds the exchange price on the date of conversion), we expect to deliver shares equal to our conversion obligation in excess of the principal amount. During each respective reporting period that our average share price exceeds the exchange price, an assumed number of shares required to settle the conversion obligation in excess of the principal amount will be included in the denominator for our computation of diluted EPS using the treasury stock method.

As a result of the conversion feature described above, the 2024 Convertible Notes are measured at fair value with changes in fair value recognised in the profit and loss account. During 2017, a fair value gain of $113.4 million was recognised in interest receivable and other similar items. During 2016, a fair value loss of $25.2 million was recognised in interest payable and other similar expenses. The fair value of the convertible senior notes at 31 December 2017 was $761.3 million (2016: $874.7 million).

The indenture governing the 2024 Convertible Notes contains customary events of default, including failure to pay principal or interest on such notes when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.



## Senior notes

During 2017, we exchanged $332.0 million aggregate principal amount of unsecured 8.00% senior notes due 2024 (the "8 % 2024 Notes") for certain amounts of our outstanding senior notes due 2019, 2020 and 2021. Interest on the 8% 2024 Notes is payable semiannually on 31 January and 31 July of each year.

During 2015, we issued $700.0 million aggregate principal amount of unsecured 5.20% senior notes due 2025 (the "2025 Notes") at a discount of $2.6 million and $400.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the "New 2044 Notes") at a discount of $18.7 million in a public offering. Interest on the 2025 Notes is payable semiannually on 15 March and 15 September of each year. Interest on the New 2044 Notes is payable semiannually on 1 April and 1 October of each year.

During 2014, we issued $625.0 million aggregate principal amount of unsecured 4.50% senior notes due 2024 (the "2024 Notes") at a discount of $0.9 million and $625.0 million aggregate principal amount of unsecured 5.75% senior notes due 2044 (the "Existing 2044 Notes" and together with the New 2044 Notes, the "2044 Notes") at a discount of $2.8 million. Interest on the 2024 Notes and the Existing 2044 Notes is payable semiannually on 1 April and 1 October of each year. The Existing 2044 Notes and the New 2044 Notes are treated as a single series of debt securities under the indenture governing the notes.

During 2011, we issued $1.5 billion aggregate principal amount of unsecured 4.70% senior notes due 2021 (the "2021 Notes") at a discount of $29.6 million in a public offering. Interest on the 2021 Notes is payable semiannually on 15 March and 15 September of each year.

Upon consummation of the Pride acquisition during 2011, we assumed outstanding debt comprised of $900.0 million aggregate principal amount of unsecured 6.875% senior notes due 2020, $500.0 million aggregate principal amount of unsecured 8.5% senior notes due 2019 and $300.0 million aggregate principal amount of unsecured 7.875% senior notes due 2040 (collectively, the "Acquired Notes" and together with the 2021 Notes, 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes, the "Senior Notes"). Ensko plc has fully and unconditionally guaranteed the performance of all Pride obligations with respect to the Acquired Notes.

We may redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2044 Notes in whole at any time, or in part from time to time, prior to maturity. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes and 2026 Notes before the date that is three months prior to the maturity date or the 2044 Notes before the date that is six months prior to the maturity date, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and a "make-whole" premium. If we elect to redeem the 8% 2024 Notes, 2024 Notes, 2025 Notes, 2026 Notes or 2044 Notes on or after the aforementioned dates, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest but we are not required to pay a "make-whole" premium.

We may redeem each series of the 2021 Notes and the Acquired Notes, in whole or in part, at any time at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium.

The indentures governing the Senior Notes contain customary events of default, including failure to pay principal or interest on such notes when due, among others. The indentures governing the Senior Notes also contain certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

Subsequent to year end, on 26 January 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 at par (the "2026 Notes"). Interest on the 2026 Notes is payable semiannually on 1 February and 1 August of each year commencing 1 August 2018.

## Debentures due 2027

During 1997, Ensko International Incorporated issued $150.0 million of unsecured 7.20% Debentures due 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually on 15 May and 15 November of each year. We may redeem the Debentures, in whole or in part, at any time prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make-whole" premium. The Debentures are not subject to any sinking fund requirements. During 2009, Ensko plc entered into a supplemental indenture to unconditionally guarantee the principal and interest payments on the Debentures.



The Debentures and the indenture pursuant to which the Debentures were issued also contain customary events of default, including failure to pay principal or interest on the Debentures when due, among others. The indenture also contains certain restrictions, including, among others, restrictions on our ability and the ability of our subsidiaries to create or incur secured indebtedness, enter into certain sale/leaseback transactions and enter into certain merger or consolidation transactions.

## Tender offers and open market repurchases

During 2017, we repurchased $194.1 million of our outstanding senior notes on the open market for an aggregate purchase price of $204.5 million with cash on hand and recognised an insignificant pre-tax gain, net of discounts, premiums and debt issuance costs.

During 2016, we launched cash tender offers for up to $750.0 million aggregate purchase price of our outstanding debt. We received tenders totalling $860.7 million for an aggregate purchase price of $622.3 million. We used cash on hand to settle the tendered debt. Additionally during 2016, we repurchased on the open market $269.9 million of outstanding debt for an aggregate purchase price of $241.6 million.

Our tender offers and open market repurchases during the two-year period ended 31 December 2017 were as follows (in millions):

Year Ended 31 December 2017

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price \( ^{(1)} \)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>54.6</td><td>60.1</td></tr><tr><td>6.875% Senior notes due 2020</td><td>100.1</td><td>105.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td>39.4</td><td>39.3</td></tr><tr><td>Total</td><td>194.1</td><td>204.5</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

Year Ended 31 December 2016

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price (1)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>62.0</td><td>55.7</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td></tr><tr><td>4.70% Senior notes due 2021</td><td>817.0</td><td>609.0</td></tr><tr><td>4.50% Senior notes due 2024</td><td>1.7</td><td>0.9</td></tr><tr><td>5.20% Senior notes due 2025</td><td>30.7</td><td>16.8</td></tr><tr><td>Total</td><td>1,130.6</td><td>863.9</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

## Debt to equity exchange

During 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.



## 2018 tender offers, redemption and repurchases

Concurrent with the issuance of the 2026 Notes in January 2018, we launched cash tender offers for up to $985.0 million aggregate purchase price on certain series of senior notes issued by us and Pride International LLC, our wholly-owned subsidiary. The tender offers expired 7 February 2018 and we repurchased $182.6 million of the 8.50% senior notes due 2019, $256.6 million of the 6.875% senior notes due 2020 and $156.2 million of the 4.70% senior notes due 2021. We subsequently issued a redemption notice for the remaining outstanding $55.0 million principal amount of the 8.50% senior notes due 2019.

In March 2018, we repurchased $71.4 million principal amount of the 6.875% senior notes due 2020.

The following table sets forth the total principal amounts repurchased as a result of the tender offers, redemption and repurchases (in millions):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price \( ^{(1)} \)</td></tr><tr><td>8.50% Senior notes due 2019</td><td>237.6</td><td>256.8</td></tr><tr><td>6.875% Senior notes due 2020</td><td>328.0</td><td>354.1</td></tr><tr><td>4.70% Senior notes due 2021</td><td>156.2</td><td>159.3</td></tr><tr><td>Total</td><td>721.8</td><td>770.2</td></tr></table>

(1) Excludes accrued interest paid to holders of the repurchased senior notes.

During the first quarter of 2018, we expect to recognise a pre-tax loss from debt extinguishment of approximately $19.9 million related to the tender offers, net of discounts, premiums, debt issuance costs and transaction costs.

## Exchange offers

During 2017, we completed exchange offers to exchange our outstanding 8.50% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 for 8.00% senior notes due 2024 and cash. The exchange offers resulted in the tender of $649.5 million aggregate principal amount of our outstanding notes that were settled and exchanged as follows (in millions):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>8% Senior Notes Due 2024 Consideration</td><td>Cash Consideration</td><td>Total Consideration</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$     145.8</td><td>$     81.6</td><td>$     81.7</td><td>$     163.3</td></tr><tr><td>6.875% Senior notes due 2020</td><td>129.8</td><td>69.3</td><td>69.4</td><td>138.7</td></tr><tr><td>4.70% Senior notes due 2021</td><td>373.9</td><td>181.1</td><td>181.4</td><td>362.5</td></tr><tr><td>Total</td><td>$     649.5</td><td>$     332.0</td><td>$     332.5</td><td>$     664.5</td></tr></table>

During the year ended 31 December 2017, we recognised a pre-tax loss on the exchange offers of approximately $6.2 million, consisting of a loss of $3.5 million that includes the write-off of premiums on tendered debt and $2.7 million of transaction costs.

## Revolving credit

In October 2017, we amended our revolving credit facility ("Credit Facility") to extend the final maturity date by two years. Previously, our Credit Facility had a borrowing capacity of $2.25 billion through September 2019 that declined to $1.13 billion through September 2020. Subsequent to the amendment, our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit agreement



governing our revolving credit facility includes an accordion feature allowing us to increase the commitments expiring in September 2022 up to an aggregate amount not to exceed $1.5 billion.

Advances under the Credit Facility bear interest at Base Rate or LIBOR plus an applicable margin rate, depending on our credit ratings. We are required to pay a quarterly commitment fee on the undrawn portion of the $2.0 billion commitment, which is also based on our credit ratings.

In October 2017, Moody's announced a downgrade of our credit rating from B1 to B2, and Standard & Poor's downgraded our credit rating from BB to B+, which are both ratings below investment grade. Subsequently, in January 2018, Moody's downgraded our senior unsecured bond credit rating from B2 to B3. The Credit Facility amendment and the rating actions resulted in increases to the interest rates applicable to our borrowings and the quarterly commitment fee on the undrawn portion of the $2.0 billion commitment. The applicable margin rates are 3.00% per annum for Base Rate advances and 4.00% per annum for LIBOR advances. The quarterly commitment fee is 0.75% per annum on the undrawn portion of the $2.0 billion commitment.

The Credit Facility requires us to maintain a total debt to total capitalisation ratio calculated in accordance with U.S. GAAP and the terms of the Credit Facility that is less than or equal to 60% and to provide guarantees from certain of our rig-owning subsidiaries sufficient to meet certain guarantee coverage ratios. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens (subject to customary exceptions, including a permitted lien basket that permits us to raise secured debt up to the lesser of $750 million or 10% of consolidated tangible net worth (as defined in the Credit Facility)); entering into certain merger arrangements; selling, leasing, transferring or otherwise disposing of all or substantially all of our assets; making a material change in the nature of the business; paying or distributing dividends on our ordinary shares (subject to certain exceptions, including the ability to continue paying a quarterly dividend of $0.01 per share); borrowings, if after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of available cash (as defined in the Credit Facility) would exceed $150.0 million; and entering into certain transactions with affiliates.

The Credit Facility also includes a covenant restricting our ability to repay indebtedness maturing after September 2022, which is the final maturity date of our Credit Facility. This covenant is subject to certain exceptions that permit us to manage our balance sheet, including the ability to make repayments of indebtedness (i) of acquired companies within 90 days of the completion of the acquisition or (ii) if, after giving effect to such repayments, available cash is greater than $250.0 million and there are no amounts outstanding under the Credit Facility.

As of 31 December 2017, we were in compliance in all material respects with our covenants under the Credit Facility. We expect to remain in compliance with our Credit Facility covenants during 2018. We had no amounts outstanding under the Credit Facility as of 31 December 2017 and 2016.

Our access to credit and capital markets depends on the credit ratings assigned to our debt. As a result of recent rating actions by these agencies, we no longer maintain an investment-grade status. Our current credit ratings, and any additional actual or anticipated downgrades in our credit ratings, could limit our available options when accessing credit and capital markets, or when restructuring or refinancing our debt. In addition, future financings or refinancings may result in higher borrowing costs and require more restrictive terms and covenants, which may further restrict our operations.

<table><tr><td>Company</td><td>2017 \( millions</td><td>2016 \) millions</td></tr><tr><td>Interest bearing debt</td><td>2,857.3</td><td>2,744.1</td></tr><tr><td>Notes payables to group companies</td><td>1,381.1</td><td>1,349.1</td></tr><tr><td>Option element of convertible bond</td><td>104.7</td><td>222.8</td></tr><tr><td></td><td>4,343.1</td><td>4,316.0</td></tr></table>



<table><tr><td>Company</td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt falling due within five years</td><td>269.7</td><td>683.1</td></tr><tr><td>Interest bearing debt falling due after five years</td><td>2,625.1</td><td>2,293.1</td></tr><tr><td></td><td>2,894.8</td><td>2,976.2</td></tr><tr><td>Less: deferred financing costs and unamortised discounts included in interest bearing debt</td><td>(37.5)</td><td>(49.6)</td></tr><tr><td>Total interest bearing debt</td><td>2,857.3</td><td>2,926.6</td></tr></table>

The company is a party to the convertible senior notes, senior notes and revolving credit agreements disclosed above.

During 2010, the company issued a $751.8 million promissory note due 19 December 2020 to a group company. Interest on the note is payable semiannually at a fixed rate of 4.75%.

In December 2016, Ensco Jersey Finance Limited, a subsidiary of the company, issued $849.5 million convertible senior notes, due 31 January 2024. The convertible senior notes can be settled in the company’s shares, cash or a combination of both at the group’s discretion. The company is obligated to settle the option element of the convertible senior notes upon conversion by the bondholders. Fair value of the option element is estimated on the basis of quoted market prices.

In December 2016, the company issued a $849.5 million promissory note due on 31 January 2024 to Ensco Jersey Finance Limited. Interest is paid semi-annually at a rate of 3.0%.

Notes payable to a group company are repayable as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Notes payable to a group company due within five years</td><td>751.8</td><td>751.8</td></tr><tr><td>Note payable to a group company due after five years</td><td>849.5</td><td>849.5</td></tr><tr><td></td><td>1,601.3</td><td>1,601.3</td></tr><tr><td>Less: deferred financing costs and unamortised discounts included in notes payable to group companies</td><td>(220.2)</td><td>(252.2)</td></tr><tr><td>Total interest bearing debt</td><td>1,381.1</td><td>1,349.1</td></tr></table>

## 18 Provisions for liabilities

Group

<table><tr><td></td><td>Deferred taxation \( millions</td><td>Provision for tax uncertainties \) millions</td><td>Employee provision \( millions</td><td>Total \) millions</td></tr><tr><td>At beginning of year</td><td>5.2</td><td>142.9</td><td>17.4</td><td>165.5</td></tr><tr><td>Charge to the profit and loss</td><td>8.7</td><td>5.1</td><td>3.0</td><td>16.8</td></tr><tr><td>Acquired in the year</td><td>4.6</td><td>30.0</td><td>-</td><td>34.6</td></tr><tr><td>Utilised during year</td><td>-</td><td>-</td><td>(5.8)</td><td>(5.8)</td></tr><tr><td>At end of year</td><td>18.5</td><td>178.0</td><td>14.6</td><td>211.1</td></tr></table>



## Deferred taxation

The elements of deferred taxation are as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Net operating loss carryforwards</td><td>6.7</td><td>3.4</td></tr><tr><td>Accelerated capital allowances on tangible fixed assets</td><td>5.9</td><td>-</td></tr><tr><td>Intercompany transfer of rigs</td><td>-</td><td>2.1</td></tr><tr><td>Other timing differences</td><td>5.9</td><td>(0.3)</td></tr><tr><td>Total deferred tax liabilities</td><td>18.5</td><td>5.2</td></tr><tr><td>Deferred tax asset (see note 15)</td><td>(13.1)</td><td>(32.4)</td></tr><tr><td></td><td>5.4</td><td>(27.2)</td></tr></table>

## Provision for tax uncertainties

The group’s tax positions are evaluated for recognition using a more-likely-than-not threshold. A provision is recognised for those tax positions where the likelihood of payment is greater than 50%. See note 2 for further information on provision for tax uncertainties.

## Employee provision

We are involved in employee lawsuits and claims arising in the ordinary course of business. The outcome of such lawsuits and claims cannot be predicted with certainty, and the amount of the liability that could arise with respect to such lawsuits and claims has been recognised; nevertheless, there can be no assurances as to the ultimate outcome.

## 19 Financial instruments

The amounts for the Group’s principal financial assets and financial liabilities carried at amortised cost are as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Cash and cash equivalents</td><td>445.4</td><td>1,159.7</td></tr><tr><td>Investment in time deposits</td><td>440.0</td><td>1,442.6</td></tr><tr><td>Trade debtors</td><td>345.4</td><td>361.0</td></tr><tr><td>Interest bearing debt</td><td>4,142.8</td><td>4,673.0</td></tr><tr><td>Trade creditors</td><td>432.6</td><td>145.9</td></tr><tr><td>Other creditors</td><td></td><td></td></tr><tr><td>Personnel costs</td><td>97.4</td><td>106.6</td></tr><tr><td>Interest payable to debt holders</td><td>83.1</td><td>71.1</td></tr></table>

The amounts for all financial assets and financial liabilities carried at fair value are as follows:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt</td><td>761.4</td><td>874.7</td></tr><tr><td>SERP assets</td><td>30.9</td><td>27.7</td></tr><tr><td>Unrealised gain/(loss) on foreign currency forward contracts, net</td><td>6.8</td><td>(8.8)</td></tr></table>



The fair value of the SERP assets was based on quoted market prices. The SERP is a non-qualified plan where eligible employees may defer a portion of their compensation for use after retirement. Assets held in the SERP consist of marketable securities and are measured at fair value based on quoted market prices. SERP assets are held on behalf of employees and are not available for use by the group.

The fair value of the interest bearing debt was based on the quoted market price.

The fair value measurements of our derivatives were based on market prices that are generally observable for similar assets or liabilities at commonly quoted intervals.

We utilise derivatives to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk on future expected contract drilling expenses and capital expenditures denominated in various foreign currencies. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. As of 31 December 2017, we had derivatives outstanding to exchange an aggregate $188.4 million for various foreign currencies. Hedge accounting is not adopted.

We have net assets and liabilities denominated in numerous foreign currencies and use various strategies to manage our exposure to changes in foreign currency exchange rates. We occasionally enter into derivatives that hedge the fair value of recognised foreign currency denominated assets or liabilities, thereby reducing exposure to earnings fluctuations caused by changes in foreign currency exchange rates. We do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of 31 December 2017, we held derivatives not designated as hedging instruments to exchange an aggregate $131.1 million for various foreign currencies.

## 20 Called up share capital

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Allotted, called up and fully paid</td><td></td><td></td></tr><tr><td>447.0 million (2016: 310.3 million) Class A ordinary shares of U.S. \(.10 each</td><td>44.7</td><td>31.0</td></tr><tr><td>50,000 (2016: 50,000) Class B ordinary shares of £1 each</td><td>0.1</td><td>0.1</td></tr><tr><td></td><td>44.8</td><td>31.1</td></tr></table>

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.

In October 2017, as a result of the Merger, we issued 132.2 million of our Class A Ordinary shares, representing total equity consideration of $770.7 million based on a closing price of $5.83 per Class A ordinary share on 5 October 2017, the last trading day before the Merger Date.

In April 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share. We received net proceeds from the offering of $585.5 million.

In October 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares, representing less than one percent of our outstanding Class A ordinary shares, in exchange for $24.5 million principal amount of our 2044 Notes, resulting in a pre-tax gain from debt extinguishment of $8.8 million.

As a UK company governed in part by the Companies Act, we cannot issue new shares (other than in limited circumstances) without being authorised by our shareholders. At our last annual general meeting, our shareholders authorised the allotment of 101.1 million Class A ordinary shares (or 202.2 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue). On 5 October 2017, at our general shareholders meeting, our shareholders approved an increase to our allotment in the amount of 45.3 million Class A ordinary shares (or 90.2 million Class A ordinary shares in connection with an offer by way of rights issue or other similar issuance) to reflect the expected enlarged share capital of Ensco immediately following the completion of the Merger. The total allotment of 146.4 million Class A ordinary shares (or 292.4 million Class A ordinary shares in connection with an offer by way of rights issue or similar issuance) is authorised for a period up to the conclusion of our 2018 annual general meeting (or, if earlier, at the close of business on 22 August 2018).



Under English law, we are only able to declare dividends and return funds to our shareholders out of the accumulated distributable reserves on our statutory balance sheet. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and other factors and restrictions our Board of Directors deems relevant. There can be no assurance that we will pay a dividend in the future.

## 21 Non-controlling interests

<table><tr><td>Group</td><td>2017 \( millions</td><td>2016 \) millions</td></tr><tr><td>At beginning of year</td><td>4.4</td><td>4.3</td></tr><tr><td>(Loss)profit for year attributable to non-controlling interests</td><td>(0.5)</td><td>6.9</td></tr><tr><td>Contributions from non-controlling interests</td><td>-</td><td>1.0</td></tr><tr><td>Distributions to non-controlling interests</td><td>(6.0)</td><td>(7.8)</td></tr><tr><td>At end of year</td><td>(2.1)</td><td>4.4</td></tr></table>

## 22 Contingent liabilities

## Brazil internal investigation

Pride International LLC, formerly Pride International, Inc. ("Pride"), a company we acquired in 2011, commenced drilling operations in Brazil in 2001. In 2008, Pride entered into a drilling services agreement with Petrobras (the "DSA") for ENSCO DS-5, a drillship ordered from Samsung Heavy Industries, a shipyard in South Korea ("SHI"). Beginning in 2006, Pride conducted periodic compliance reviews of its business with Petrobras, and, after the acquisition of Pride, Ensco conducted similar compliance reviews.

We commenced a compliance review in early 2015 after the release of media reports regarding ongoing investigations of various kickback and bribery schemes in Brazil involving Petrobras. While conducting our compliance review, we became aware of an internal audit report by Petrobras alleging irregularities in relation to the DSA. Upon learning of the Petrobras internal audit report, our Audit Committee appointed independent counsel to lead an investigation into the alleged irregularities. Further, in June and July 2015, we voluntarily contacted the SEC and the DOJ, respectively, to advise them of this matter and of our Audit Committee’s investigation. Independent counsel, under the direction of our Audit Committee, has substantially completed its investigation by reviewing and analysing available documents and correspondence and interviewing current and former employees involved in the DSA negotiations and the negotiation of the ENSCO DS-5 construction contract with SHI (the "DS-5 Construction Contract").

To date, our Audit Committee has found no credible evidence that Pride or Ensco or any of their current or former employees were aware of or involved in any wrongdoing, and our Audit Committee has found no credible evidence linking Ensco or Pride to any illegal acts committed by our former marketing consultant who provided services to Pride and Ensco in connection with the DSA. We, through independent counsel, have continued to cooperate with the SEC and DOJ, including providing detailed briefings regarding our investigation and findings and responding to inquiries as they arise. We entered into a tolling agreement with the DOJ. In March 2018, we extended our tolling agreement with the SEC for three months until June 2018.

Subsequent to initiating our Audit Committee investigation, Brazilian court documents connected to the prosecution of former Petrobras directors and employees as well as certain other third parties, including our former marketing consultant, referenced the alleged irregularities cited in the Petrobras internal audit report. Our former marketing consultant has entered into a plea agreement with the Brazilian authorities. On 10 January 2016, Brazilian authorities filed an indictment against a former Petrobras director. This indictment states that the former Petrobras director received bribes paid out of proceeds from a brokerage agreement entered into for purposes of intermediating a drillship construction contract between SHI and Pride, which we believe to be the DS-5 Construction Contract. The parties to the brokerage agreement were a company affiliated with a person acting on behalf of the former Petrobras director, a company affiliated with our former marketing consultant, and SHI. The indictment alleges that amounts paid by SHI under the brokerage agreement ultimately were used to pay bribes to the former Petrobras director. The indictment does not state that Pride or Ensco or any of their current or former employees were involved in the bribery scheme or had any knowledge of the bribery scheme.



On 4 January 2016, we received a notice from Petrobras declaring the DSA void effective immediately. Petrobras' notice alleges that our former marketing consultant both received and procured improper payments from SHI for employees of Petrobras and that Pride had knowledge of this activity and assisted in the procurement of and/or facilitated these improper payments. We disagree with Petrobras' allegations. See "DSA Dispute" below for additional information.

In August 2017, one of our Brazilian subsidiaries was contacted by the Office of the Attorney General for the Brazilian state of Paraná in connection with a criminal investigation procedure initiated against agents of both SHI and Pride in relation to the DSA. The Brazilian authorities requested information regarding our compliance programme and the findings of our internal investigations. We are cooperating with the Office of the Attorney General and have provided documents in response to their request. We cannot predict the scope or ultimate outcome of this procedure or whether any other governmental authority will open an investigation into Pride’s involvement in this matter, or if a proceeding were opened, the scope or ultimate outcome of any such investigation. If the SEC or DOJ determines that violations of the FCPA have occurred, or if any governmental authority determines that we have violated applicable anti-bribery laws, they could seek civil and criminal sanctions, including monetary penalties, against us, as well as changes to our business practices and compliance programmes, any of which could have a material adverse effect on our business and financial condition. Although our internal investigation is substantially complete, we cannot predict whether any additional allegations will be made or whether any additional facts relevant to the investigation will be uncovered during the course of the investigation and what impact those allegations and additional facts will have on the timing or conclusions of the investigation. Our Audit Committee will examine any such additional allegations and additional facts and the circumstances surrounding them.

## DSA dispute

As described above, on 4 January 2016, Petrobras sent a notice to us declaring the DSA void effective immediately, reserving its rights and stating its intention to seek any restitution to which it may be entitled. We disagree with Petrobras' declaration that the DSA is void. We believe that Petrobras repudiated the DSA and have therefore accepted the DSA as terminated on 8 April 2016 (the "Termination Date"). At this time, we cannot reasonably determine the validity of Petrobras' claim or the range of our potential exposure, if any. As a result, there can be no assurance as to how this dispute will ultimately be resolved.

We did not recognise turnover for amounts owed to us under the DSA from the beginning of the fourth quarter of 2015 through the Termination Date, as we concluded it is not probable that the economic benefits associated with the drilling services provided will flow to the group. Additionally, our receivables from Petrobras related to the DSA from prior to the fourth quarter of 2015 are fully reserved in our consolidated balance sheet as of 31 December 2017 and 2016. In August 2016, we initiated arbitration proceedings in the UK against Petrobras seeking payment of all amounts owed to us under the DSA, in addition to any other amounts to which we are entitled, and intend to vigorously pursue our claims. Petrobras subsequently filed a counterclaim seeking restitution of certain sums paid under the DSA less value received by Petrobras under the DSA. There can be no assurance as to how this arbitration proceeding will ultimately be resolved.

In November 2016, we initiated separate arbitration proceedings in the UK against SHI for any losses we incur in connection with the foregoing Petrobras arbitration. SHI subsequently filed a statement of defense disputing our claim. In January 2018, the arbitration tribunal for the SHI matter issued an award on liability fully in Ensco’s favour. SHI is liable to us for $10 million or damages that we can prove. As the losses suffered by us will depend in part on the outcome of the Petrobras arbitration described above, the amount of damages to be paid by SHI will be determined after the conclusion of the Petrobras arbitration. We are unable to estimate the ultimate outcome of recovery for damages at this time.

## Other matters

In addition to the foregoing, we are named defendants or parties in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results and cash flows.



## 23 Commitments

Capital commitments at the end of the financial year, for which no provision has been made, related to the group’s newbuild rig construction and rig enhancement projects are as follows:

<table><tr><td>Group</td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Contractual commitments</td><td>482.2</td><td>532.3</td></tr></table>

The actual timing of these expenditures may vary based on the completion of various construction milestones, which are, to a large extent, beyond the group’s control.

Annual commitments under non-cancellable operating leases at the end of the financial year are as follows:

<table><tr><td colspan="3">Group</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>Offices and equipment</td><td>Offices and equipment</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Operating lease obligations which occur:</td><td></td><td></td></tr><tr><td>Within one year</td><td>22.6</td><td>27.6</td></tr><tr><td>In the second to fifth years inclusive</td><td>48.3</td><td>57.8</td></tr><tr><td>Over five years</td><td>24.6</td><td>37.4</td></tr><tr><td></td><td>95.5</td><td>122.8</td></tr><tr><td colspan="3">Company</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>Office and equipment</td><td>Office and equipment</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Operating lease obligations which occur:</td><td></td><td></td></tr><tr><td>Within one year</td><td>1.0</td><td>1.0</td></tr><tr><td>In the second to fifth years inclusive</td><td>1.7</td><td>2.7</td></tr><tr><td>Over five years</td><td>-</td><td>-</td></tr><tr><td></td><td>2.7</td><td>3.7</td></tr></table>

## 24 Employee compensation schemes

## Share based payments

Our shareholders approved the 2012 Long-Term Incentive Plan (the "2012 LTIP") effective 1 January 2012, to provide for the issuance of non-vested share awards, share option awards and performance awards (collectively "awards"). Under the 2012 LTIP, as amended, 32.0 million shares were reserved for issuance as awards to officers, non-employee directors and key employees who are in a position to contribute materially to our growth, development and long-term success. As of 31 December 2017, there were 18.2 million shares available for issuance as awards under the 2012 LTIP. Awards may be satisfied by newly issued shares, including shares held by a subsidiary or affiliated entity, or by delivery of shares held in an affiliated employee benefit trust at the company's discretion.

In connection with the Merger, we assumed Atwood’s Amended and Restated 2007 Long-Term Incentive Plan (the "Atwood LTIP") and the options outstanding thereunder. As of 31 December 2017, there were 1.6 million shares remaining available for future issuance as awards under the Atwood LTIP, which may be granted to employees and other service providers who were not employed or engaged with Ensco prior to the Merger.



## Non-vested share awards and cash-settled awards

Grants of share awards and share units (collectively "share awards") and share units to be settled in cash ("cash-settled awards"), generally vest at rates of 20% or 33% per year, as determined by a committee or subcommittee of the Board of Directors at the time of grant. During 2017, we granted 5.0 million cash-settled awards and 1.4 million share awards to our employees and non-employee directors pursuant to the 2012 LTIP. Our non-vested share awards have voting and dividend rights effective on the date of grant, and our non-vested share units have dividend rights effective on the date of grant. Compensation expense for share awards is measured at fair value on the date of grant and recognised on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for cash-settled awards is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. Our compensation cost is reduced for forfeited awards in the period in which the forfeitures occur.

Grants of share awards

<table><tr><td>Group</td><td>2017</td><td>2016</td></tr><tr><td>Share Awards</td><td></td><td></td></tr><tr><td>Number of share awards granted (thousands)</td><td>1,433</td><td>1,147</td></tr><tr><td>Weighted-average grant-date fair value of share awards granted (dollars per share)</td><td>$7.90</td><td>$10.42</td></tr><tr><td>Cash-settled Awards</td><td></td><td></td></tr><tr><td>Number of share awards granted (thousands)</td><td>4,968</td><td>3,395</td></tr><tr><td>Weighted-average grant-date fair value of share awards granted (dollars per share)</td><td>$6.27</td><td>$9.64</td></tr></table>

Share award related compensation cost recognised during 2017 was $41.2 million (2016: $39.6 million).

## Share option awards

Share option awards ("options") granted to employees generally become exercisable in 25% increments over a four-year period or 33% increments over a three-year period and, to the extent not exercised, expire on either the seventh or tenth anniversary of the date of grant. The exercise price of options granted under the 2012 LTIP equals the market value of the underlying shares on the date of grant. As of 31 December 2017, options granted to purchase 896,279 shares with a weighted-average exercise price of $25.97 were outstanding under the 2012 LTIP and predecessor or acquired plans. Excluding options assumed under the Atwood LTIP, no options have been granted since 2011, and there was no unrecognised compensation cost related to options as of 31 December 2017.

## Performance awards

Under the 2012 LTIP, performance awards may be issued to our senior executive officers. Performance awards are subject to achievement of specified performance goals based on relative total shareholder return ("TSR") and relative return on capital employed ("ROCE"). The performance goals are determined by a committee or subcommittee of the Board of Directors. Awards are payable in either Ensco shares or cash upon attainment of relative TSR and ROCE performance goals. Performance awards granted during 2017 are denominated and payable in cash while performance awards granted in 2016 are denominated in units and payable in Ensco shares or cash at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors.

Our performance awards granted during 2017 are classified as liability awards with compensation expense measured based on the estimated probability of attainment of the specified performance goals and recognised on a straight-line basis over the requisite service period. The estimated probable outcome of attainment of the specified performance goals is based on historical experience, and any subsequent changes in this estimate are recognised as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs.



Performance awards generally vest at the end of a three-year measurement period based on attainment of performance goals. Our performance awards granted during 2016 are classified as equity awards with compensation expense recognised on a straight-line basis over the requisite service period. The estimated probable outcome of attainment of the specified performance goals is based on historical experience, and any subsequent changes in this estimate for the relative ROCE performance goal are recognised as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs.

The aggregate grant-date fair value of performance awards granted during 2017 and 2016 totaled $6.7 million and $6.1 million, respectively. The aggregate fair value of performance awards vested during 2017 and 2016 totaled $2.9 million and $2.8 million, respectively.

During the years ended 31 December 2017 and 2016, we recognised $8.4 million and $3.1 million of compensation expense for performance awards, respectively. As of 31 December 2017, there was $8.2 million of total unrecognised compensation cost related to unvested performance awards, which is expected to be recognised over a weighted-average period of 1.8 years.

## Savings plans

We have savings plans, which cover eligible employees, as defined within each plan. We generally make matching cash contributions to the plans. We match 100% of the amount contributed by the employee up to a maximum of 5% of eligible salary. Matching contributions totaled $12.2 million and $16.7 million for the years ended 31 December 2017 and 2016, respectively. Any additional discretionary contributions made into the plans require approval of the Board of Directors and are generally paid in cash. We recorded additional discretionary contribution provisions of $19.2 million for the year ended 31 December 2016. Matching contributions and additional discretionary contributions become vested in 33% increments upon completion of each initial year of service with all contributions becoming fully vested subsequent to achievement of three or more years of service. We have 1.0 million shares reserved for issuance as matching contributions under the Ensco Savings Plan.

## 25 Earnings/(loss) per share

The calculation of basic earnings/(loss) per share was based on the earnings/(loss) attributable to ordinary shareholders divided by the weighted-average number of ordinary shares outstanding of 332.5 million (2016: 279.1 million).

The calculation of diluted earnings/(loss) per share was based on the earnings/(loss) attributable to ordinary shareholders divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares of 332.5 million (2016: 279.1 million).

The following table is a reconciliation of earnings/(loss) for the financial year attributable to Ensco shares used in our basic and diluted earnings/(loss) per share computations for years ended 31 December 2017 and 2016:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>(Loss)/profit for financial year</td><td>(278.5)</td><td>838.3</td></tr><tr><td>Profit from the financial year allocated to non-vested share awards</td><td>0.4</td><td>16.6</td></tr><tr><td>(Loss)/profit for the financial year attributable to Ensco shares</td><td>(278.9)</td><td>821.7</td></tr></table>

The following table is a reconciliation of the weighted-average shares used in our basic and diluted earnings/(loss) per share computations for years ended 31 December 2017 and 2016:

<table><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>millions</td><td>millions</td></tr><tr><td>Weighted-average shares - basic</td><td>332.5</td><td>279.1</td></tr><tr><td>Potentially dilutive shares</td><td>-</td><td>-</td></tr><tr><td>Weighted-average shares - diluted</td><td>332.5</td><td>279.1</td></tr></table>

Antidilutive share options totalling 2.0 million and 0.5 million for the years ended 31 December 2017 and 2016, respectively, were excluded from the computation of diluted EPS.



## 26 Post balance sheet events

On 16 March 2018, the company paid a dividend in the amount of $4.4 million ($0.01 per share).

## 27 Group’s subsidiary undertakings

The group’s subsidiary undertakings, which are all consolidated, are as follows:

<table><tr><td></td><td>Country of Incorporation and Address</td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Alpha Achiever Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha Admiral Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Advantage Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha Archer Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Aurora Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha Beacon Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Falcon Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha Falcon Drilling Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Hunter Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha International Drilling Company S.à r.l.*</td><td>Luxembourg (2)</td><td>100%</td></tr><tr><td>Alpha Leasing Drilling Limited*</td><td>Mauritius (3)</td><td>100%</td></tr><tr><td>Alpha Mako Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha Manta Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Offshore Drilling (S) Pte. Ltd.*</td><td>Singapore (4)</td><td>100%</td></tr><tr><td>Alpah Offshore Drilling Services Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Offshore Drilling Services Company Angola*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alph Offshore Drilling Services Company (Ghana) Limited*</td><td>Ghana (5)</td><td>100%</td></tr><tr><td>Alpah Offshore International Leasing Limited*</td><td>England (6)</td><td>100%</td></tr><tr><td>Alpah Orca Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Osprey Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpha South Pacific Holding Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Alpah Southern Cross Pty. Ltd.*</td><td>Australia (7)</td><td>100%</td></tr><tr><td>Alpha Vicksburg Pty Ltd*</td><td>Australia (7)</td><td>100%</td></tr><tr><td>Atwood Advantage S.à r.l.*</td><td>Luxembourg (8)</td><td>100%</td></tr><tr><td>Atwood Australian Services Pty Ltd*</td><td>Australia (7)</td><td>100%</td></tr><tr><td>Atwood Australian Waters Drilling Pty Ltd*</td><td>Australia (7)</td><td>100%</td></tr><tr><td>Atwood Beacon S.à r.l.*</td><td>Luxembourg (8)</td><td>100%</td></tr><tr><td>Atwood Deep Seas, Ltd.*</td><td>United States (9)</td><td>100%</td></tr><tr><td>Atwood Drilling, Inc.*</td><td>United States (9)</td><td>100%</td></tr><tr><td>Atwood Hunter Co.*</td><td>United States (9)</td><td>100%</td></tr><tr><td>Atwood Malta Holding Company Limited*</td><td>Malta (10)</td><td>100%</td></tr><tr><td>Atwood Oceanics (M) Sdn. Bhd.*</td><td>Malaysia (11)</td><td>100%</td></tr><tr><td>Atwood Oceanics Australia Pty. Limited*</td><td>Australia (7)</td><td>100%</td></tr><tr><td>Atwood Oceanics Drilling Mexico, S. de R.L. de C.V.*</td><td>Mexico (12)</td><td>100%</td></tr><tr><td>Atwood Oceanics Global Limited*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Atwood Oceanics International Limited*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Awood Oceanics Leasing Limited*</td><td>Malaysia (13)</td><td>100%</td></tr><tr><td>Atwood Oceanics Malta Limited*</td><td>Malta (10)</td><td>100%</td></tr><tr><td>Atwood Oceanics Management, Inc.*</td><td>United States (9)</td><td>100%</td></tr><tr><td>Atwood Oceanics Pacific Limited*</td><td>Cayman Islands (1)</td><td>100%</td></tr></table>



<table><tr><td></td><td></td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Atwood Oceans Services Mexico, S. de R.L. de C.V.*</td><td>Mexico (12)</td><td>100%</td></tr><tr><td>Atwood Oceans, Inc.*</td><td>United States (9)</td><td>100%</td></tr><tr><td>Atwood Offshore (Gibraltar) Advantage Limited*</td><td>Gibraltar (14)</td><td>100%</td></tr><tr><td>Atwood Offshore (Gibraltar) Beacon Limited*</td><td>Gibraltar (14)</td><td>100%</td></tr><tr><td>Atwood Offshores (Gibraltar) Limited*</td><td>Gibraltar (14)</td><td>100%</td></tr><tr><td>Atwood Offshore Drilling Limited*</td><td>Hong Kong (15)</td><td>100%</td></tr><tr><td>Atwood Offshore Labor Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Atwood Offshore Services Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Awood Offshore Worldwide Limited*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Atwood Servicos De Perfuracao Ltda.*</td><td>Brazil (16)</td><td>100%</td></tr><tr><td>Aurora Offshore Services Gmbh*</td><td>Germany (17)</td><td>100%</td></tr><tr><td>Caland Boren B.V.</td><td>Netherlands (18)</td><td>100%</td></tr><tr><td>Clearways Offshore Drilling Sdn. Bhd.*</td><td>Malaysia (11)</td><td>49%</td></tr><tr><td>Drillquest International Offshore Drilling Services Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Drillquest Offshore Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Dupont Maritime LLC</td><td>Liberia (19)</td><td>100%</td></tr><tr><td>Durand Maritime S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>ENSCO (Barbados) Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO (Bermuda) Limited</td><td>Bermuda (21)</td><td>100%</td></tr><tr><td>Ensco (Myanmar) Limited</td><td>Myanmar (22)</td><td>100%</td></tr><tr><td>Ensco (Thailand) Limited</td><td>Thailand (23)</td><td>100%</td></tr><tr><td>ENSCO Arabia Co. Ltd.</td><td>Saudi Arabia (24)</td><td>50%</td></tr><tr><td>ENSCO Asia Company LLC</td><td>United States (9)</td><td>100%</td></tr><tr><td>ENSCO Asia Pacific Pte. Limited</td><td>Singapore (25)</td><td>100%</td></tr><tr><td>ENSCO Associates Company</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>ENSCO Australia Pty. Limited</td><td>Australia (27)</td><td>100%</td></tr><tr><td>ENSCO Capital Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO Corporate Resources LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCO de Venezuela, S.R.L.</td><td>Venezuela (29)</td><td>100%</td></tr><tr><td>Ensco Deepwater Drilling Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>ENSCO Deepwater LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensco Deepwater USA LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCO Development Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Ensco do Brasil Petróleo e Gás Ltda.</td><td>Brazil (31)</td><td>100%</td></tr><tr><td>ENSCO Drilling (Caribbean) Inc. (Venezuela Branch)</td><td>Venezuela (26)</td><td>100%</td></tr><tr><td>ENSCO Drilling (Caribbean), Inc.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>ENSCO Drilling Company (Nigeria) Ltd.</td><td>Nigeria (32)</td><td>100%</td></tr><tr><td>ENSCO Drilling Company LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensco Drilling I Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>ENSCO Drilling Mexico LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensco Drilling Transnational Services Limited</td><td>Ghana (33)</td><td>100%</td></tr><tr><td>Ensco Endeavors Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO Finance Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Ensco France S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>ENSCO Gerudi (M) Sdn. Bhd.</td><td>Malaysia (34)</td><td>49%</td></tr><tr><td>ENSCO Global GmbH</td><td>Switzerland (35)</td><td>100%</td></tr><tr><td>Ensco Global II Ltd.</td><td>Cayman Islands (1)</td><td>100%</td></tr></table>



<table><tr><td></td><td></td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>ENSCo Global Investments LP</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Ensko Global IV Ltd.</td><td>British Virgin Islands (35)</td><td>100%</td></tr><tr><td>ENSCo Global Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Ensko Global Offshore Drilling Ltd.</td><td>British Virgin Islands (36)</td><td>100%</td></tr><tr><td>ENSCo Global Resources Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Ensko Holdco Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>ENSCo Holding Company</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko Holdings I Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>Ensko Holdings II Ltd.</td><td>United States (26)</td><td>100%</td></tr><tr><td>Ensko Holdings III Ltd.</td><td>United States (26)</td><td>100%</td></tr><tr><td>ENSCo Holland B.V.</td><td>Netherlands (18)</td><td>100%</td></tr><tr><td>Ensko Holland B.V. (Malta Branch)</td><td>Malta (18)</td><td>100%</td></tr><tr><td>ENSCo Incorporated</td><td>United States (9)</td><td>100%</td></tr><tr><td>Ensko Intercontinental GmbH</td><td>Switzerland (35)</td><td>100%</td></tr><tr><td>ENSCo International Incorporated</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko International Ltd.</td><td>British Virgin Islands (19)</td><td>100%</td></tr><tr><td>Ensko International Management GP LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko International Management LP LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko Investments I Ltd.</td><td>United Kingdom (37)</td><td>100%</td></tr><tr><td>ENSCo Investments LLC</td><td>United States (38)</td><td>100%</td></tr><tr><td>Ensko Jersey Finance Limited</td><td>Jersey (39)</td><td>100%</td></tr><tr><td>ENSCo Labuan Limited</td><td>Malaysia (40)</td><td>100%</td></tr><tr><td>ENSCo Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Ensko Management Corp.</td><td>British Virgin Islands (36)</td><td>100%</td></tr><tr><td>ENSCo Maritime Limited</td><td>Bermuda (21)</td><td>100%</td></tr><tr><td>Ensko North America LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCo North America LLC (Israel Branch)</td><td>Israel (28)</td><td>100%</td></tr><tr><td>Ensko Ocean 1 Company</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Ensko Ocean 2 Company</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>ENSCo Oceancis Company LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCo Oceancis International Company</td><td>Cayman Islands (41)</td><td>100%</td></tr><tr><td>ENSCo Oceancis International Company (Abu Dhabi Branch)</td><td>United Arab Emirates (41)</td><td>100%</td></tr><tr><td>ENSCo Oceancis International Company</td><td>Brunei Darussalam (41)</td><td>100%</td></tr><tr><td>ENSCo Oceancis International Company (Brunei Branch)</td><td>United Arab Emirates (41)</td><td>100%</td></tr><tr><td>ENSCo Oceancis International Company</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCo Offshore Company</td><td>Cayman Islands (41)</td><td>100%</td></tr><tr><td>ENSCo Offshore International Company</td><td>Tunisia (41)</td><td>100%</td></tr><tr><td>ENSCo Offshore International Company (Tunisia Branch)</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCo Offshore International Holdings Limited</td><td>Republic of the Marshall Islands (28)</td><td>100%</td></tr><tr><td>ENSCo Offshore International Inc.</td><td>United States (24)</td><td>100%</td></tr><tr><td>Ensko Offshore International LLC</td><td>Brazil (31)</td><td>100%</td></tr><tr><td>Ensko Offshore Petróleo e Gás Ltda.</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko Offshore Services LLC</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>ENSCo Offshore U.K. Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCo Overseas Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>ENSCo Services Limited</td><td>United States (28)</td><td>100%</td></tr><tr><td>ENSCo Services LLC</td><td>United States (28)</td><td>100%</td></tr></table>



<table><tr><td></td><td></td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Ensko South Pacific LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko Transcontinental I LLC</td><td>United States (38)</td><td>100%</td></tr><tr><td>Ensko Transcontinental I LP</td><td>England (30)</td><td>100%</td></tr><tr><td>Ensko Transcontinental II LLC</td><td>United States (38)</td><td>100%</td></tr><tr><td>Ensko Transcontinental II LP</td><td>England (30)</td><td>100%</td></tr><tr><td>Ensko Transnational I Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>Ensko Transnational I Ltd. (Ivory Coast Branch)</td><td>Ivory Coast (42)</td><td>100%</td></tr><tr><td>Ensko Transnational II Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>Ensko Transnational III Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>Esko Transnational Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO U.K. Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Ensko UK Drilling Limited</td><td>United Kingdom (37)</td><td>100%</td></tr><tr><td>ENSCO United Incorporated</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko United LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Ensko Universal Holdings I Ltd.</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Ensko Universal Holdings II Ltd.</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO Universal Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Ensko Vistas Limited</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>ENSCO Worldwide GmbH</td><td>Switzerland (35)</td><td>100%</td></tr><tr><td>Ensko Worldwide Holdings Ltd.</td><td>Cayman Islands (26)</td><td>100%</td></tr><tr><td>ENSCO Worldwide Investments Limited</td><td>United Kingdom (30)</td><td>100%</td></tr><tr><td>Foradel SDN B.H.D.</td><td>Malaysia (43)</td><td>100%</td></tr><tr><td>Forasub B.V.</td><td>Netherlands (18)</td><td>100%</td></tr><tr><td>Forinter Limited</td><td>Jersey (44)</td><td>100%</td></tr><tr><td>Inter-Drill Ltd.</td><td>Bahamas (51)</td><td>100%</td></tr><tr><td>International Technical Services LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Internationale de Travaux et de Materiel (I.T.M.) S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>Ocean Deep Drilling ESV Nigeria Limited</td><td>Nigeria (45)</td><td>49%</td></tr><tr><td>P.T. ENSCO Sarida Offshore</td><td>Indonesia (46)</td><td>95%</td></tr><tr><td>Pacific Offshore Labor Company*</td><td>Cayman Islands (1)</td><td>100%</td></tr><tr><td>Petroleum International Pte. Ltd.</td><td>Singapore (47)</td><td>100%</td></tr><tr><td>Pride Arabia Co. Ltd.</td><td>Saudi Arabia (24)</td><td>75%</td></tr><tr><td>Pride Foramer (Sucursal de Angola)</td><td>Angola (48)</td><td>100%</td></tr><tr><td>Pride Foramer S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>Pride Forasol Drilling Nigeria Ltd.</td><td>Nigeria (32)</td><td>100%</td></tr><tr><td>Pride Forasol S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>Pride Global II Ltd.</td><td>British Virgin Islands (48)</td><td>100%</td></tr><tr><td>Pride Global II Ltd. (Egypt Branch)</td><td>Egypt (48)</td><td>100%</td></tr><tr><td>Pride Global III Ltd.</td><td>British Virgin Islands (48)</td><td>100%</td></tr><tr><td>Pride Global Offshore Nigeria Limited</td><td>Nigeria (32)</td><td>100%</td></tr><tr><td>Pride International Egypt LLC</td><td>Egypt (49)</td><td>100%</td></tr><tr><td>Pride International LLC</td><td>United States (28)</td><td>100%</td></tr><tr><td>Pride International Management Company LP</td><td>United States (28)</td><td>100%</td></tr><tr><td>PT Alpha Offshore Drilling*</td><td>Indonesia (50)</td><td>100%</td></tr><tr><td>PT Pentawood Offshore Drilling*</td><td>Indonesia (4)</td><td>100%</td></tr><tr><td>Societe Maritime de Services &quot;SOMASER&quot; S.A.S.</td><td>France (20)</td><td>100%</td></tr><tr><td>Sonamer Angola Ltd.</td><td>Bahamas (51)</td><td>100%</td></tr></table>



<table><tr><td></td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Sonamer Drilling International Limited</td><td>Bahamas (51)</td></tr><tr><td>Sonamer Jack-Ups Ltd.</td><td>Bahamas (51)</td></tr><tr><td>Sonamer Limited</td><td>Bahamas (51)</td></tr><tr><td>Sonamer Perfuracoes Ltd, (Sucursal em Angola)</td><td>Angola (1)</td></tr><tr><td>Sonamer Perfuracoes Ltd.</td><td>Bahamas (51)</td></tr><tr><td>Swiftdrill Malta*</td><td>Malta (10)</td></tr><tr><td>Swiftdrill Nigeria Limited*</td><td>Nigeria (54)</td></tr><tr><td>Swiftdrill Offshore Drilling Services Company*</td><td>Cayman Islands (1)</td></tr><tr><td>Swiftdrill, Inc.*</td><td>Cayman Islands (1)</td></tr></table>

* The year-end date for these companies is 30 September.

ENSCO Maritime Limited has a year-end date of 31 March.

All other subsidiaries have a year-end date of 31 December.

The functional currency of a substantial portion of the subsidiaries is the U.S. dollar.

The group’s subsidiary undertakings have issued ordinary shares to their parent.

The addresses of the group’s subsidiary undertakings listed in the table above are as follows:

## Address

## Reference Physical Address

(1) P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104

(2) 46A Avenue J.F. Kennedy, L-1855, Luxembourg

(3) c/o DTOS, 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Republic of Mauritius

(4) 45 Cantonment Road, Singapore, 089748

(5) H/No. 42 Shiashie Road, East Legon, Accra

(6) 95 Aldwych, London, WC2B4JF

(7) 35 Peel Road, O'Connor, Western Australia, 6163

(8) 20 Avenue Pasteur, L-2310, Luxembourg

(9) 1999 Bryan Street, Suite 900, Dallas, Texas, 75201, United States

(10) Vincenti Buildings, 28/19 (Suite No. 1273) Strait Street, Valetta VLT, 1432, Malta

(11) Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200, Kuala Lumpur, Malaysia

(12) Bosque De Ciruelos 180, PP-101, Bosques De Las Lomas, Miguel Hidalto, Distrito Federal, C.P. 11700,

Mexico

(13) Level 15 (A2) Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000, Labuan FT, Malaysia

(14) Suite 1, Burns House, 19 Town Range, Gibraltar

(15) Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong,

(16) Cidade do Rio de Janeiro, Estado do Rio de Janeiro, Avenida Presidente Wilson, n° 210, sala 409, Centro, CEP: 20030-000

(17) Nierstiner Strasse 20, 60598 Frankfurt am Main, Germany

(18) Lune Arena, Herikerbergweg 238, Amerstadam Zuidoost, Amsterdam, Netherlands

(19) 80 Broad Street, Monrovia, Liberia, 1000

(20) Le Millenium 1120, Avenue du Very Galant, Lescar, France, 64230

(21) Cumberland House, 9th Floor, One Victoria Street, Hamilton, HM 11, Bermuda

(22) Unit 1206, 12th Fl., Sakura Tower, 339 Bogyoke Aung San Road, Kyauktada Township, Yangon, Republic of Myanmar

(23) 25th Floor, Abdulrahim Place, 990 Rama IV Road, Bangrak, Bangkok, Thailand, 10500



## Address

## Reference Physical Address

(24) Al-Khobar, Homoud Street, Postal Code 31932, Al-Khobar, Saudi Arabia, 31932

(25) 8 Marina Blvd. # 05-02, Marina Bay Financial Centre Tower 1, Singapore, 018981

(26) 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman, Cayman Islands, KY1-1205

(27) 38 Station Street, Subiaco, Western Australia, 6008, Australia

(28) 1209 Orange Street, Wilmington, Delaware, 19801, United States

(29) Torre La Castella, Piso 6, Av. Eugenio Mendoza, Las Castellana, Caracas, Venezuela

(30) 100 New Bridge Street, London, EC4V 6JA, England

(31) Rua Internacional No. 1000, Granja dos Cavaleiros, Macae-RJ, Brazil, CEP27.901-0

(32) 1, Murtala Muhammed Drive, Ikoyi, Lagos, Nigeria

(33) House No. 2, Beach Road, Sekondi Takoradi Metropolitan, Takoradi, Ghana

(34) B-13-15, Level 13. Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, Petaling Jaya, Selangor Darul Ehsan, Malaysia, 47301

(35) Dammstrasse 19, Zug, Switzerland, 6301

(36) Kingston Chambers, Post Office Box 173, Road Town, Tortola, British Virgin Islands, VG1110

(37) 7 Albemarle Street, London, England and Wales, W1S 4HQ, United Kingdom

(38) 701 S. Carson St., Suite 200, Carson City, Nevada, 89701, United States

(39) 22 Grenville St., St Helier, Jersey, JE48PX

(40) Level 1, Lot 7, Block F, Saguking Commercial Bldg., Jalan Patau-Patau, Labuan FT, Malaysia (Labuan), 87000

(41) One Capital Place, PO Box 847, Grand Cayman, Cayman Islands, KY1-1103

(42) Avenue Dr Clozet, 01 BP 2785, Abidhan, Ivory Coast, 01, Ivory Coast

(43) 568-9-21 9th Floor, Kompleks Mutiara, 3 1/2 Mile Jalan Ipoh, Kuala Lu, Malaysia, 51200

(44) 11 Bath Street, St Helier, Jersey, JE2 4ST

(45) 2 Ajose Adeogun Street, Victoria Island, Lagos, Nigeria

(46) Wahana Graha Building, 2nd & 3rd Floor, JL. Warung Buncit Raya No. 2, Jakarta, Indonesia, 12760

(47) 10 Collyer Quay # 10-01, Ocean Financial Centre, Singapore, 049315

(48) Luanda, Rua Marien Nguouabi, n'5-A, Angola

(49) P.O. Box 11835 Plot 140 New Cairo, Egypt

(50) Gedung Plaza Bapindo, Menara Mandiri Lt. 16, JL. Jend. Sudirman Kav. 54-55, Senayan, Kevayoran Baru Jakarta Selatan DKI, Jakarta - 12190, Indonesia

(51) East Bay Street, Ocean Centre, Montagu Foreshore, P.O. Box SS-199084, Nassau, Bahamas

(52) 74B, Adetokunbo Street, Victoria Island, Lagos, Nigeria



Powered by TCPDF (www.tcpdf.org)



## BOARD OF DIRECTORS

PAUL E. ROWSEY, III \( ^{(1)} \) 
Non-Executive Chairman of the Board
Former Chief Executive Officer
Compatriot Capital, Inc. (Retired)

J. RODERICK CLARK \( ^{(2)} \) 
Former President and Chief Operating Officer
Baker Hughes Incorporated (Retired)

ROXANNE J. DECYK \( ^{(2)} \) 
Former Executive Vice President of
Global Government Relations
Royal Dutch Shell plc (Retired)

MARY E. FRANCIS CBE \( ^{(1)(3)} \) 
Former Senior Civil Servant in British Treasury and Prime Minister's Office (Retired)

C. CHRISTOPHER GAUT \( ^{(1)} \) 
Chairman and Former Chief Executive Officer
Forum Energy Technologies, Inc. (Retired)

JACK E. GOLDEN
Managing Partner
Edgewater Energy LLC

GERALD W. HADDOCK \( ^{(1)(3)} \) 
President and Founder
Haddock Enterprises, LLC

FRANCIS S. KALMAN \( ^{(2)(3)} \) 
Former Executive Vice President
McDermott International, Inc. (Retired)

KEITH O. RATTIE \( ^{(3)} \) 
Former Chairman, President and Chief Executive Officer
Questar Corporation (Retired)

CARL TROWEL
Chief Executive Officer and President
Ensco plc

PHIL D. WEDEMEYER
Former Partner
Grant Thornton LLP (Retired)

 \( ^{(1)} \)  Nominating and Governance Committee  
 \( ^{(2)} \)  Compensation Committee  
 \( ^{(3)} \)  Audit Committee

## EXECUTIVE MANAGEMENT

CARL TROWEL
Chief Executive Officer and President

P. CAREY LOWE
Executive Vice President and Chief Operating Officer

JONATHAN BAKSHT
Senior Vice President and Chief Financial Officer

STEVEN J. BRADY
Senior Vice President – Eastern Hemisphere

JOHN S. KNOWLTON
Senior Vice President – Technical

GILLES LUCA
Senior Vice President – Western Hemisphere

MICHAEL T. McGUINTY
Senior Vice President – General Counsel and Secretary



Ensco plc
6 Chesterfield Gardens
London W1J 5BQ