Valaris Limited (VAL, NYSE)
Industry: Oil & Gas Equipment & Services
Annual report, fiscal year 2016


## 2016 Annual Report and United Kingdom Statutory Accounts



## SHAREHOLDER INFORMATION

## ANNUAL GENERAL MEETING

The annual general meeting of shareholders will be held at InterContinental London Park Lane, One Hamilton Place, Park Lane, London, W1J 7QY, United Kingdom at 8:00 a.m. London time on Monday, 22 May 2017.

## 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 SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 5

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7

BUSINESS ENVIRONMENT 11

RESULTS OF OPERATIONS 12

LIQUIDITY AND CAPITAL RESOURCES 20

MARKET RISK 30

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 31

NEW ACCOUNTING PRONOUNCEMENTS 34

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 35

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING 36

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 36

CONSOLIDATED FINANCIAL STATEMENTS 38

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 39

CONSOLIDATED BALANCE SHEETS 40

CONSOLIDATED STATEMENTS OF CASH FLOWS 41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 42

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 94

UNITED KINGDOM STATUTORY ACCOUNTS 94

BOARD OF DIRECTORS AND OFFICERS 94



## Dear Fellow Shareholders:

During 2016, the offshore drilling sector remained in the midst of an unprecedented downturn. Commodity prices reached new decade-lows early in the year and customers reduced capital spending for offshore projects for a third consecutive year – leading to lower rig utilization and day rates across the global drilling rig fleet. The effect of declining demand was further exacerbated by an oversupply of rigs.

Despite the challenging market conditions, our offshore crews and onshore personnel did an outstanding job and delivered the best safety and operational performance in our company’s history. We also took decisive steps to improve our capital management flexibility and made significant strides on several transformative initiatives focused on making Ensco even more competitive as we navigate the cyclical downturn and position for the eventual market recovery.

## Safety Results

We achieved our best-ever safety performance, setting new company records for key industry metrics that measure the number of incidents across our rig fleet. Our total recordable incident rate of 0.26 was an improvement from our prior record of 0.32 and more than 24% better than the industry average. Our lost time incident rate improved to 0.05 and was 37% percent better than the industry average.

Several of our rigs achieved impressive safety milestones including jackup ENSCO 108, now working offshore Thailand, which surpassed eight years without a recordable incident and nine years without a lost time incident. Two of our jackups – ENSCO 68 in the U.S. Gulf of Mexico and ENSCO 88 offshore Saudi Arabia – achieved over 300 “perfect days” meaning they had no downtime, no recordable incidents and no first aid cases. These examples are evidence of our crews’ commitment to safe operations.

We endeavor to be at the leading edge of safety management. To this end, we continue to invest in advanced training programs to promote a safe working environment and implemented a new operational assurance program and other training campaigns during 2016. Additionally, our offshore employees are required to complete Ensco’s Competency Assurance Program, which trains personnel in skills needed for their role and translates to safer, more efficient operations and higher rig uptime for our customers.

As a shareholder, our safety performance is something that should be important to you. It is vital to our reputation and is a critical factor customers evaluate when choosing to award drilling contracts, which is why we are especially proud to be recognized by our customers as #1 in health, safety and environment in the latest independent EnergyPoint Research survey. Consistently delivering safe operations – coupled with safety management systems capable of meeting or exceeding the most demanding customers’ expectations – improves our ability to win more than our fair share of new contracts.

## Operational Excellence

Across the fleet, operational utilization was 99% – a new company record – and a three percentage point improvement over 2015 that resulted in more than $60 million of additional revenue during 2016. Operational utilization is a key metric that significantly impacts our financial results as it measures our ability to monetize revenue backlog.

Our exceptional operational results translated into additional revenue backlog of approximately $1.2 billion that includes multi-year contracts for jackups ENSCO 54 in the Middle East and ENSCO 106 offshore Indonesia, which will return an uncontracted rig to our active fleet. Additionally, the contract for jackup ENSCO 92 in the North Sea was recently extended for more than four years. While we have extensive experience operating offshore Mexico in shallow-water, later this year, semisubmersible ENSCO 8503 will begin work for a customer in deeper water – marking our entrance into the country’s promising floater market. Due to its moored-dynamically positioned



configuration, ENSCO 8503 provides the customer with the flexibility to work in mid- to ultra-deepwater depths along with sixth-generation drilling equipment and well-control capabilities.

We are also dedicated to partnering with our customers to help reduce costs and improve efficiencies in their drilling programs. For example, ultra-deepwater drillship ENSCO DS-6 recently completed two wells in the Mediterranean in record-setting time compared to the customer’s other wells drilled in the basin and at least 30% under budget – saving tens of millions of dollars for our customer. Most importantly, these wells were delivered with no recordable or lost time safety incidents.

We are committed to delivering the highest level of service quality and operational excellence to our customers. Therefore, we are pleased that for the seventh consecutive year, Ensco earned top honors among offshore drillers in terms of customer satisfaction in the annual independent survey conducted by EnergyPoint Research. We ranked first in 12 of 18 categories including total customer satisfaction; health, safety and environment; performance and reliability; job quality; ultra-deepwater wells; deepwater wells; horizontal and directional wells; shelf wells; and special applications. Ensco was also rated first in the Middle East and North Africa; Sub-Saharan Africa; and Latin America and Mexico. These awards are a reflection of the exceptional service that Ensco employees around the world consistently deliver to our customers.

## Fleet Restructuring

We continue high-grading our fleet through the addition of new rigs and divesting older assets. Construction was completed on ENSCO 140 and ENSCO 141, significantly enhanced versions of the Le Tourneau Super 116E jackup design. The last of our newbuilds on order, ultra-premium harsh environment jackup rig ENSCO 123 and ultra-deepwater drillship ENSCO DS-10, are currently under construction with delivery dates in 2018 and 2019, respectively.

Each of these rigs has unique features that reduce costs and improve efficiencies for customers' drilling programs. All three of these new jackups are extremely versatile since they are outfitted with our patented Canti-Leverage Advantage \( ^{SM} \)  technology, which enables these rigs to drill ultra-deep wells at the farthest reaches of many platforms from a single location. This translates into cost savings for customers by limiting the number of rig moves required to complete their drilling programs. Similarly, ENSCO DS-10 saves customers money with fully retractable thrusters, reduced displacement and an optimized hull that reduces fuel consumption by up to 10% over the life of the vessel, and with riser storage in the hull, there is more available deck space for storing supplies allowing for fewer supply runs to the rig.

While there has been some rationalization of global offshore rig supply during the downturn, more retirements are needed in light of the oversupplied market. Since 2014, we proactively sold 11 jackups, three dynamically positioned semisubmersibles, three moored semisubmersibles and two drillships that did not have a place in our go-forward fleet. We plan to retire another dynamically positioned semisubmersible and six more jackups.

Since the beginning of 2010, we have renewed our fleet by adding 20 fit-for-purpose rigs through our newbuild program. Our diverse rig fleet is comprised of a variety of highly capable assets – from shallow-water jackups to mid- and ultra-deepwater floaters – and we have demonstrated an award-winning track record of meeting our customers’ performance requirements while continuing to advance the technological capabilities of our assets.



## Targeted Investments

Targeted investments are being made as part of a multi-year effort to further improve our systems, processes and technology to continue differentiating our operations and assets from the competition through superior performance and reliability.

We built a new Work Instruction Management System to provide our offshore crews with enhanced step-by-step guides to perform complex, non-routine jobs. The system delivers consistent processes across our fleet by maximizing the benefits of our standardized rig designs and common activities, combined with rig-specific information. Importantly, it provides us with the means to quickly update processes to share new learnings. In addition, we developed a new change management system that promotes thorough assessment of changes related to people, assets or process. We continue to augment our preventative maintenance programs including Ensco Asset Management System, which we began implementing across our fleet in 2015. This system is the platform that allows us to move to condition-based maintenance to support rig uptime and reduce maintenance costs.

Furthermore, we are making select investments to upgrade our fleet capabilities including the addition of offline pipe-handling on ENSCO 140 and ENSCO 141. Also, given the popularity of the moored-dynamically positioned configuration with customers in the Gulf of Mexico, we are equipping semisubmersible ENSCO 8504 with additional mooring winches to market this versatility to customers in the Asia-Pacific region. ENSCO 8504 is also prepared for managed pressure drilling operations should customers need increased monitoring and response capabilities to mitigate the risk of well-control incidents on complex projects.

Our investments in systems, processes and rig capabilities will play an important role in improving efficiencies for our customers and furthering the competitiveness of our fleet.

## Financial Management

Our efforts in 2016 were largely focused on improving our capital structure and balance sheet by managing cash outlays, reducing debt and increasing liquidity. We captured savings from fleet restructuring and the right-sizing of our workforce in line with a smaller number of marketed rigs. We centralized certain onshore support functions to create further efficiencies and suspended a discretionary compensation plan that will generate additional savings in 2017. Other cost-saving measures include concessions from vendors and suppliers, which have generated more than $60 million in savings.

Early in the year, we reduced our dividend to $0.01 per share, freeing up $130 million of annual liquidity. We repurchased $1.1 billion of debt at a 24% average discount through a combination of tender offers and open market purchases. We raised $586 million through an equity offering and extended a portion of our $2.25 billion revolving credit facility by one year into 2020. More recently, we took several actions to further improve our capital structure and liquidity. We completed two transactions – an $850 million convertible senior notes offering in December and a debt exchange of $650 million of our nearest-term maturities for cash and new 2024 senior notes in January – that raised $476 million of net proceeds.

As a consequence of these actions, we increased liquidity by $1.0 billion since the end of 2015 and reduced net debt by $1.9 billion. We now have a more manageable debt maturity schedule with $1.15 billion of debt maturing over the next seven years and no debt maturing before 2019. After adjusting for the completion of our debt exchange, liquidity was $4.5 billion at year end composed of $2.26 billion of cash and a fully available revolver of $2.25 billion.

These actions allow us to chart our own course as we navigate the market cycle, while providing us with the financial flexibility to make prudent investments to grow should the right opportunities arise.



## Looking Ahead

As we look forward in 2017, we expect that conditions will remain challenging for the offshore drilling industry. We anticipate that profitability among offshore drillers will decline as rigs complete contracts with higher day rates and are re-contracted at lower day rates or are idled. Ensko will not be immune to this trend.

However, we believe that this will be a pivotal year for the industry and that the seeds for a recovery in the offshore drilling market are being planted now. With projects that can be planned more quickly and executed for lower cost, inquiries, tenders and awards for shallow-water drilling programs have increased recently – and Ensko jackups have been the beneficiary of many of these awards. While material improvement in floater demand will lag, we expect higher commodity prices will create additional free cash flow for customers to deploy towards less expensive infill projects around existing deepwater infrastructure, which will ultimately be followed by larger investments in more complex deepwater programs. Increased customer demand, coupled with the retirement of additional rigs, will lead to better utilization across the global fleet, yielding greater pricing power and eventually higher day rates.

## In Closing

We have taken decisive steps to manage through the industry-wide downturn and prepare for the eventual market recovery. Our capital management actions have given us greater financial flexibility, we are winning new contracts, and we continue to preserve our core competencies – namely safety performance and operational excellence. These steps – along with targeted investments in technology, innovation and our rig fleet – will continue to differentiate Ensko as we solidify our position as the offshore driller of choice.

Sincerely,



Carl Trowell

Chief Executive Officer and President

31 March 2017






# 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 ("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; 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; 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: changes in future levels of drilling activity and expenditures by our customers, whether as a result of global capital markets and liquidity, prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs; 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, for rigs currently idled and for rigs whose contracts are expiring; 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 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; 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" in Part I and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of this Form 10-K. 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.



## Contract Drilling Fleet

The following table provides certain information about the rigs in our drilling fleet by reportable segment as of February 22, 2017:

<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&#x27;/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&#x27;/40,000&#x27;</td><td>Spain</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>ENSCO DS-5</td><td>Drillship</td><td>2011</td><td>Dynamically Positioned</td><td>10,000&#x27;/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&#x27;/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&#x27;/40,000&#x27;</td><td>Spain</td><td>Available</td></tr><tr><td>ENSCO DS-8</td><td>Drillship</td><td>2015</td><td>Dynamically Positioned</td><td>10,000&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/35,000&#x27;</td><td>Singapore</td><td>Available</td></tr><tr><td>ENSCO 8505</td><td>Semisubmersible</td><td>2012</td><td>Dynamically Positioned</td><td>8,500&#x27;/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&#x27;/35,000&#x27;</td><td>Gulf of Mexico</td><td>Preservation stacked \( ^{(1)} \)</td></tr><tr><td>Jackups</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>ENSCO 52</td><td>Jackup</td><td>1983/1997/2013</td><td>F&amp;G L-780 MOD II-C</td><td>300&#x27;/25,000&#x27;</td><td>Malaysia</td><td>Under contract</td></tr><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&#x27;/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 56</td><td>Jackup</td><td>1982/1997</td><td>F&amp;G L-780 MOD II-C</td><td>300&#x27;/25,000&#x27;</td><td>Malaysia</td><td>Cold stacked</td></tr><tr><td>ENSCO 67</td><td>Jackup</td><td>1976/2005</td><td>MLT 84-CE</td><td>400&#x27;/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&#x27;/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&#x27;/30,000</td><td>United Kingdom</td><td>Cold stacked</td></tr><tr><td>ENSCO 71</td><td>Jackup</td><td>1982/1995/2012</td><td>Hitachi K1032N</td><td>225&#x27;/25,000&#x27;</td><td>Denmark</td><td>Under contract</td></tr><tr><td>ENSCO 72</td><td>Jackup</td><td>1981/1996</td><td>Hitachi K1025N</td><td>225&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/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&#x27;/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 86</td><td>Jackup</td><td>1981/2006</td><td>MLT 82-SD-C</td><td>250&#x27;/30,000&#x27;</td><td>Gulf of Mexico</td><td>Cold stacked</td></tr><tr><td>ENSCO 87</td><td>Jackup</td><td>1982/2006</td><td>MLT 116-C</td><td>350&#x27;/25,000&#x27;</td><td>Gulf of Mexico</td><td>Under contract</td></tr><tr><td>ENSCO 88</td><td>Jackup</td><td>1982/2004/2014</td><td>MLT 82-SD-C</td><td>250&#x27;/25,000&#x27;</td><td>Saudi Arabia</td><td>Under contract</td></tr><tr><td>ENSCO 90</td><td>Jackup</td><td>1982/2002</td><td>MLT 82-SD-C</td><td>250&#x27;/25,000&#x27;</td><td>Gulf of Mexico</td><td>Cold stacked</td></tr><tr><td>ENSCO 92</td><td>Jackup</td><td>1982/1996</td><td>MLT 116-C</td><td>225&#x27;/25,000&#x27;</td><td>United Kingdom</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>Customer</td></tr><tr><td>Jackups</td><td></td><td></td><td></td><td></td><td></td><td></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 99</td><td>Jackup</td><td>1985/2005</td><td>MLT 82 SD-C</td><td>250/30,000&#x27;</td><td>Gulf of Mexico</td><td>Cold stacked</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>United Kingdom</td><td>Available</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>Cold stacked</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>Malaysia</td><td>Available</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>Australia</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>Thailand</td><td>Under contract</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>UAE</td><td>Available</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>Available</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>Denmark</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>2016</td><td>2015</td><td>2014</td><td>2013</td><td>2012</td></tr><tr><td></td><td colspan="5">(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>$ 2,776.4</td><td>$ 4,063.4</td><td>$ 4,564.5</td><td>$ 4,323.4</td><td>$ 3,638.8</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>1,301.0</td><td>1,869.6</td><td>2,076.9</td><td>1,947.1</td><td>1,642.8</td></tr><tr><td>Loss on impairment</td><td>—</td><td>2,746.4</td><td>4,218.7</td><td>—</td><td>—</td></tr><tr><td>Depreciation</td><td>445.3</td><td>572.5</td><td>537.9</td><td>496.2</td><td>443.8</td></tr><tr><td>General and administrative</td><td>100.8</td><td>118.4</td><td>131.9</td><td>146.8</td><td>148.9</td></tr><tr><td>Operating income (loss)</td><td>929.3</td><td>(1,243.5)</td><td>(2,400.9)</td><td>1,733.3</td><td>1,403.3</td></tr><tr><td>Other income (expense), net</td><td>68.2</td><td>(227.7)</td><td>(147.9)</td><td>(100.1)</td><td>(98.6)</td></tr><tr><td>Income tax expense (benefit)</td><td>108.5</td><td>(13.9)</td><td>140.5</td><td>203.1</td><td>228.6</td></tr><tr><td>Income (loss) from continuing operations</td><td>889.0</td><td>(1,457.3)</td><td>(2,689.3)</td><td>1,430.1</td><td>1,076.1</td></tr><tr><td>Income (loss) from discontinued operations, net \( ^{(1)} \)</td><td>8.1</td><td>(128.6)</td><td>(1,199.2)</td><td>(2.2)</td><td>100.6</td></tr><tr><td>Net income (loss)</td><td>897.1</td><td>(1,585.9)</td><td>(3,888.5)</td><td>1,427.9</td><td>1,176.7</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>(6.9)</td><td>(8.9)</td><td>(14.1)</td><td>(9.7)</td><td>(7.0)</td></tr><tr><td>Net income (loss) attributable to Ensco</td><td>$ 890.2</td><td>$ (1,594.8)</td><td>$ (3,902.6)</td><td>$ 1,418.2</td><td>$ 1,169.7</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>$ 3.10</td><td>$ (6.33)</td><td>$ (11.70)</td><td>$ 6.09</td><td>$ 4.62</td></tr><tr><td>Discontinued operations</td><td>0.03</td><td>(0.55)</td><td>(5.18)</td><td>(0.01)</td><td>0.43</td></tr><tr><td></td><td>$ 3.13</td><td>$ (6.88)</td><td>$ (16.88)</td><td>$ 6.08</td><td>$ 5.05</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>$ 3.10</td><td>$ (6.33)</td><td>$ (11.70)</td><td>$ 6.08</td><td>$ 4.61</td></tr><tr><td>Discontinued operations</td><td>0.03</td><td>(0.55)</td><td>(5.18)</td><td>(0.01)</td><td>0.43</td></tr><tr><td></td><td>$ 3.13</td><td>$ (6.88)</td><td>$ (16.88)</td><td>$ 6.07</td><td>$ 5.04</td></tr><tr><td>Net income (loss) attributable to Ensco shares - Basic and Diluted</td><td>$ 873.6</td><td>$ (1,596.8)</td><td>$ (3,910.5)</td><td>$ 1,403.1</td><td>$ 1,157.4</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>279.1</td><td>232.2</td><td>231.6</td><td>230.9</td><td>229.4</td></tr><tr><td>Diluted</td><td>279.1</td><td>232.2</td><td>231.6</td><td>231.1</td><td>229.7</td></tr><tr><td>Cash dividends per share</td><td>$ 0.04</td><td>$ 0.60</td><td>$ 3.00</td><td>$ 2.25</td><td>$ 1.50</td></tr></table>

(1) See Note 10 to our consolidated financial statements included in "Financial Statements and Supplementary Data" for information on discontinued operations.



Year Ended December 31,

<table><tr><td></td><td>2016</td><td>2015</td><td>2014 (in millions)</td><td>2013</td><td>2012</td></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>$ 2,424.9</td><td>$ 1,509.6</td><td>$ 1,788.9</td><td>$ 466.9</td><td>$ 720.4</td></tr><tr><td>Total assets</td><td>14,374.5</td><td>13,610.5</td><td>16,023.3</td><td>19,446.8</td><td>18,554.7</td></tr><tr><td>Long-term debt, net of current portion</td><td>4,942.6</td><td>5,868.6</td><td>5,868.1</td><td>4,709.3</td><td>4,797.7</td></tr><tr><td>Ensco shareholders&#x27; equity</td><td>8,250.6</td><td>6,512.9</td><td>8,215.0</td><td>12,791.6</td><td>11,846.4</td></tr><tr><td>Cash flows from operating activities of continuing operations</td><td>1,077.4</td><td>1,697.9</td><td>2,057.9</td><td>1,811.2</td><td>1,954.6</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>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><tr><td>2015 High</td><td>$</td><td>32.28</td><td>$</td><td>28.40</td><td>$</td><td>22.21</td><td>$</td><td>18.93</td><td>$</td><td>32.28</td></tr><tr><td>2015 Low</td><td>$</td><td>19.78</td><td>$</td><td>21.04</td><td>$</td><td>13.42</td><td>$</td><td>13.26</td><td>$</td><td>13.26</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 75 shareholders of record on February 1, 2017.

## 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>2016</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>.01</td><td>$</td><td>0.04</td></tr><tr><td>2015</td><td>$</td><td>.15</td><td>$</td><td>.15</td><td>$</td><td>.15</td><td>$</td><td>15</td><td>$</td><td>0.60</td></tr></table>

Our Board of Directors declared a $0.01 quarterly cash dividend for the first quarter of 2017. We currently intend to continue paying dividends for the foreseeable future. However, 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.



## Performance Chart

The chart below presents a comparison of the five-year cumulative total return, assuming $100 invested on December 31, 2011 for Ensco plc, the Standard & Poor's MidCap 400 Index, the Standard & Poor's 500 Stock Price 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 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. \( ^{*} \)  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 5 YEAR CUMULATIVE TOTAL RETURN \( ^{(1)} \) 
Among Ensco plc, the S&P MidCap 400 Index, the S&P 500 Index and Peer Group



 \( ^{(1)} $ 100 invested on 12/31/11 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright \( ^{©} $  2017 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

<table><tr><td></td><td>12/11</td><td>12/12</td><td>12/13</td><td>12/14</td><td>12/15</td><td>12/16</td></tr><tr><td>Ensco plc</td><td>100.0</td><td>129.9</td><td>130.2</td><td>73.0</td><td>38.7</td><td>24.5</td></tr><tr><td>S&amp;P MidCap 400</td><td>100.0</td><td>117.9</td><td>157.4</td><td>172.7</td><td>169.0</td><td>204.0</td></tr><tr><td>S&amp;P 500</td><td>100.0</td><td>116.0</td><td>153.6</td><td>174.6</td><td>177.0</td><td>198.2</td></tr><tr><td>Peer Group</td><td>100.0</td><td>120.3</td><td>133.3</td><td>61.1</td><td>34.9</td><td>34.3</td></tr></table>

* Our self-determined peer group is weighted according to market capitalization and consists of the following companies: Atwood Oceanics Inc., Diamond Offshore Drilling Inc., Noble Corporation, Rowan Companies plc, SeaDrill Limited and Transocean Ltd.



## 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 57 rigs, with drilling operations in most of the strategic markets around the globe. We also have two rigs under construction. Our rig fleet includes eight drillships, 10 dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and 38 jackup rigs, including rigs under construction. We operate the world's second 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.

## Our Industry

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 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.

## 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, which is highly cyclical and beyond our control. Offshore exploration and development spending may fluctuate substantially from year-to-year and from region-to-region.

The contracting environment remained very challenging for offshore drilling contractors during 2016 with customers requesting contract concessions or terminating drilling contracts. Crude oil prices ranged from a 12-year low of $26 to $55 per barrel during 2016. The sustained decline in oil prices 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, and are expected to continue operating under reduced budgets in the current commodity price environment. Declines in capital spending levels, together with the oversupply of rigs, have resulted in significantly reduced day rates and utilization. Although oil prices have stabilized between $45 and $55 per barrel, we do not expect a meaningful improvement in demand for offshore drilling services in the near term. When market conditions improve, we expect jackup demand to improve first as shallow-water drilling is typically shorter term in nature, requires less capital investment and generally presents less risk to operators.



In general, recent contract awards have been short-term in nature and subject to an extremely competitive bidding process. The intense pressure on operating day rates has resulted in rates that approximate, or are slightly lower than, direct operating expenses. In addition, we are seeing increased pressure to accept other less favorable contractual and commercial terms, including reduced or no mobilization and/or demobilization fees; reduced or zero day rates during downtime; reduced standby, redrill and moving rates and limited periods in which such rates are payable; caps on reimbursements for downhole tools; reduced periods to remediate equipment breakdowns or other deviations from contractual standards of performance before the operator may terminate the contract; certain limitations on our ability to be indemnified; increases in the nature and amounts of liability allocated to us; and reduced early termination fees and/or termination notice periods.

We expect 2017 to be a challenging year for drilling contractors as current contracts expire and new contracts are executed at lower rates. While commodity prices have improved, they have not yet improved to a level that provides stability in the market sufficient to support additional demand. Should commodity prices decline from current levels, we will likely experience a further reduction in demand for our services, and revenues will continue to be adversely affected through lower rig utilization and day rates. We believe the current market dynamics will not change until we see a sustained meaningful recovery in commodity prices sufficient to bring customer demand into balance with rig supply.

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

In the current market, drilling rig supply significantly exceeds drilling rig demand for both floaters and jackups. The decline in customer capital expenditure budgets has led to a lack of contracting opportunities resulting in the retirement of 75 floaters since the beginning of the downturn. Approximately 40 marketed floaters older than 30 years are idle, and approximately 30 additional floaters older than 30 years have contracts expiring by the end of 2018 without follow-on work. 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.

Since the beginning of the downturn, drilling contractors have retired 31 jackups. Approximately 90 marketed jackups older than 30 years are idle, and approximately 65 jackups that are 30 years or older have contracts expiring by the end of 2017 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 accelerate during 2017 and into 2018.

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 stacked rigs do not return to the active fleet.

There are approximately 45 competitive newbuild drillships and semisubmersibles reported to be under construction, of which approximately 30 are scheduled to be delivered before the end of 2017. 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 approximately 100 competitive newbuild jackups reported to be under construction, of which approximately 70 are scheduled to be delivered before the end of 2017. 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 securities to supplement our liquidity needs. Based on our balance sheet, our contractual backlog and $2.25 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 2016, we executed several transactions to maximize our liquidity in the near term.

## Equity Transactions

In April 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share, inclusive of shares purchased under an underwriters' option. 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 in exchange for $24.5 million principal amount of our 5.75% senior notes due 2044. The exchange resulted in a gain on debt extinguishment of $8.8 million.

## Cash and Debt

Throughout 2016, we used proceeds from the April 2016 equity offering and cash on hand to repurchase $1.1 billion of outstanding debt for $863.9 million through tender offers and open market repurchases. We recognized a gain on debt extinguishment of $279.0 million net of discounts, premiums, debt issuance costs and transaction costs.

In December 2016, we completed a private placement of $849.5 million of 3.00% exchangeable senior notes due 2024 for net proceeds of $822.8 million.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of outstanding debt with $332.5 million of net proceeds from the December 2016 exchangeable senior notes offering and $332.0 million of newly issued 8.00% senior notes due 2024.

As of December 31, 2016, we had $5.3 billion in total debt outstanding, representing 39.0% of our total capitalization. Following the settlement of the exchange transaction in January 2017, our outstanding debt declined to $4.9 billion, representing 37.5% of our total capitalization. Our next debt maturity is in 2019 with an aggregate principal amount of $292.2 million, followed by additional maturities in 2020, 2021 and 2024 with aggregate principal amounts of $551.0 million, $309.1 million and $1.8 billion, respectively.

As of December 31, 2016, we have $2.6 billion in cash and cash equivalents and short-term investments and a $2.25 billion senior unsecured revolving credit facility (the “Credit Facility”) to be used for general corporate purposes with a term that expires in September 2019. In October 2016, we extended the maturity of $1.13 billion of the $2.25 billion Credit Facility commitment for one year to September 2020. The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%.

## Backlog

As of December 31, 2016, our backlog was $3.6 billion as compared to $5.8 billion as of December 31, 2015. Our backlog declined primarily due to revenues realized during the year and various contract day rate concessions and terminations, partially offset by new contract awards and contract extensions. As current contracts expire, we will likely experience further declines in backlog, which will result in a decline in revenues and operating cash flows during 2017.



## Drilling Rig Construction and Delivery

We remain focused on our long-established strategy of high-grading our fleet. We will continue to invest in the expansion of our fleet where we believe strategic opportunities exist. During the three-year period ended December 31, 2016, we invested approximately $2.1 billion in the construction of new drilling rigs.

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 was delivered during the third quarter and commenced drilling operations under a long-term contract in Angola during the fourth quarter. ENSCO DS-9 was delivered during the second quarter and is uncontracted following receipt of a notice of termination for convenience from our customer. During 2015, we agreed with the shipyard to delay delivery of ENSCO DS-10 until the first quarter of 2017. In January 2017, we agreed to further delay delivery of ENSCO DS-10 and $75.0 million of the final milestone payment until the first quarter of 2019 or such earlier date that we elect to take delivery. ENSCO DS-9 and ENSCO DS-10 are being actively marketed.

## Jackups

During 2014, we entered into an agreement with Lamprell to construct two premium jackup rigs. ENSCO 140 and ENSCO 141 are significantly enhanced versions of the LeTourneau Super 116E jackup design and will incorporate our patented Canti-Leverage Advantage \( ^{SM} \)  technology. ENSCO 140 and ENSCO 141 were delivered during the third and fourth quarters of 2016, respectively. Both rigs are currently uncontracted and are being actively marketed. 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.

We previously entered into agreements with 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 was delivered during the third quarter of 2013, ENSCO 121 was delivered during the fourth quarter of 2013, ENSCO 122 was delivered during the third quarter of 2014 and ENSCO 110 was delivered during the second quarter of 2015. During the first quarter of 2016, we agreed with the shipyard to delay delivery of ENSCO 123 until the first quarter of 2018. ENSCO 123 is currently uncontracted.

## 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 11 jackup rigs, three dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and two drillships during the three-year period ended December 31, 2016. We are marketing for sale two rigs, which were classified as held-for-sale in our consolidated financial statements as of December 31, 2016.



## BUSINESS ENVIRONMENT

## Floaters

Excluding the impact of lump-sum termination payments, floater revenues declined by $770.9 million, or 33%, primarily due to fewer days under contract across our floater fleet, contract terminations and sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1, lower average day rates and lower revenues from ENSCO DS-5. The decline in revenue was partially offset by a $327.8 million, or 31%, decline in contract drilling expense primarily due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating costs.

During the year, we executed contract extensions for ENSCO 5004 and ENSCO 5006 at lower rates. We agreed to reduce the ENSCO 6001 contracted rate and early terminate ENSCO 6003 and ENSCO 6004 in exchange for an extension of the ENSCO 6002 contract term at a reduced rate.

We received an early termination notice on ENSCO 8505 and agreed to lump-sum settlements of ongoing obligations for ENSCO DS-9 and ENSCO 8503. We also received an early termination notice on ENSCO DS-7 whereby the drilling contract obligates the customer to pay us termination fees at 75% of the operating rate through November 2017. These fees will be defrayed should we re-contract the rig over the remainder of the original contract term. In addition, we sold five floaters for scrap value resulting in insignificant pre-tax gains and losses, two of which were included in discontinued operations, net, in our consolidated statements of operations.

## Jackups

Jackup revenues declined by $516.1 million, or 36%, primarily due to fewer days under contract across our jackup fleet and lower average day rates. This decline in revenue was partially offset by a $176.7 million, or 25%, decline in contract drilling expense due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses.

During the year, we agreed to reduced rates on our jackups contracted with Saudi Aramco and received early termination notices on ENSCO 72, ENSCO 75, ENSCO 83 and ENSCO 110. In addition, we sold four jackups for scrap value resulting in insignificant pre-tax gains, one of which was included in discontinued operations, net, in our consolidated statements of operations.

We reached an agreement with our ENSCO 54, ENSCO 88 and ENSCO 94 customer to extend the terms of these contracts for five, three and five years, respectively. We subsequently reached an agreement with our customer to substitute ENSCO 84 for ENSCO 94 for the duration of the contract. Additionally, we executed a five-year contract for ENSCO 106 and executed several contracts with various customers for ENSCO 67, ENSCO 72, ENSCO 80 and ENSCO 101 with terms ranging from six to 18 months.



The following table summarizes our consolidated results of operations for each of the years in the three-year period ended December 31, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Revenues</td><td>$ 2,776.4</td><td>$ 4,063.4</td><td>$ 4,564.5</td></tr><tr><td>Operating expenses</td><td></td><td></td><td></td></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td>1,301.0</td><td>1,869.6</td><td>2,076.9</td></tr><tr><td>Loss on impairment</td><td>—</td><td>2,746.4</td><td>4,218.7</td></tr><tr><td>Depreciation</td><td>445.3</td><td>572.5</td><td>537.9</td></tr><tr><td>General and administrative</td><td>100.8</td><td>118.4</td><td>131.9</td></tr><tr><td>Operating income (loss)</td><td>929.3</td><td>(1,243.5)</td><td>(2,400.9)</td></tr><tr><td>Other income (expense), net</td><td>68.2</td><td>(227.7)</td><td>(147.9)</td></tr><tr><td>Provision for income taxes</td><td>108.5</td><td>(13.9)</td><td>140.5</td></tr><tr><td>Income (loss) from continuing operations</td><td>889.0</td><td>(1,457.3)</td><td>(2,689.3)</td></tr><tr><td>Income (loss) from discontinued operations, net</td><td>8.1</td><td>(128.6)</td><td>(1,199.2)</td></tr><tr><td>Net income (loss)</td><td>897.1</td><td>(1,585.9)</td><td>(3,888.5)</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>(6.9)</td><td>(8.9)</td><td>(14.1)</td></tr><tr><td>Net income (loss) attributable to Ensco</td><td>$ 890.2</td><td>$ (1,594.8)</td><td>$ (3,902.6)</td></tr></table>

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 $1,363.0 million, 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, contract terminations and 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 expenses 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 contract terminations and sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1. This decline was partially offset by ENSCO DS-8 contract drilling expense.

During 2015, excluding the impact of ENSCO DS-4 and DS-9 lump-sum termination payments totaling $129.0 million received during the year, revenues and contract drilling expense declined by $630.1 million, or 14%, and $207.3 million, or 10%, respectively, as compared to the prior year. The decline in revenues was primarily due to fewer days under contract across our fleet, lower average day rates and lower revenues from ENSCO DS-5. The decline in contract drilling expense was due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses.

During 2015, we recorded a non-cash loss on impairment totaling $2,746.4 million, of which $2,470.3 million related to impairment of certain floaters and jackups and $276.1 million related to impairment of floater and jackup goodwill. During 2014, we recorded a non-cash loss on impairment totaling $4,218.7 million, of which $2,997.9 million related to impairment of our floater goodwill and $1,220.8 million related to impairment of certain floaters and jackups.

General and administrative expenses declined by $17.6 million, or 15%, in 2016 as compared to 2015 and $13.5 million, or 10%, in 2015 as compared to 2014 primarily due to lower shore-based headcount levels and various other cost control initiatives.



Other income (expense), net, included pre-tax gains on debt extinguishment of $287.8 million related to debt repurchases and the exchange of equity for debt, and losses of $33.5 million related to make-whole premiums on our 2015 debt redemption during the years ended December 31, 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, 2016, 2015 and 2014:

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Floaters \( ^{(1)(2)} \)</td><td>19</td><td>22</td><td>20</td></tr><tr><td>Jackups \( ^{(2)(3)} \)</td><td>36</td><td>36</td><td>36</td></tr><tr><td>Under construction \( ^{(2)} \)</td><td>2</td><td>4</td><td>7</td></tr><tr><td>Held-for-sale \( ^{(3)(4)} \)</td><td>2</td><td>6</td><td>7</td></tr><tr><td>Total</td><td>59</td><td>68</td><td>70</td></tr></table>

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

(2) During 2016, we accepted delivery of two high-specification jackup rigs (ENSCO 140 and ENSCO 141). Both of these rigs are uncontracted.

During 2015, we accepted delivery of two ultra-deepwater drillings (ENSCO DS-8 and ENSCO DS-9) and one premium jackup rig (ENSCO 110). ENSCO DS-8 commenced a long-term drilling contract during the fourth quarter. ENSCO DS-9 was delivered during the second quarter and is uncontracted following receipt of notice of termination for convenience from our customer. ENSCO 110 commenced a long-term drilling contract during the second quarter.

(3) During 2016, we classified ENSCO 53 and ENSCO 94 as held-for-sale. During 2015, we classified ENSCO 91 as held-for-sale.

(4) During 2016, we sold ENSCO DS-2, ENSCO 6000, ENSCO 53, ENSCO 58, ENSCO 91 and ENSCO 94. During 2015, we sold ENSCO 5001 and ENSCO 5002.

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, 2016:

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Rig Utilization \( ^{(1)} \)</td><td></td><td></td><td></td></tr><tr><td>Floaters</td><td>54%</td><td>69%</td><td>79%</td></tr><tr><td>Jackups</td><td>60%</td><td>73%</td><td>89%</td></tr><tr><td>Total</td><td>58%</td><td>72%</td><td>85%</td></tr><tr><td>Average Day Rates \( ^{(2)} \)</td><td></td><td></td><td></td></tr><tr><td>Floaters</td><td>$ 359,758</td><td>$ 416,346</td><td>$ 456,023</td></tr><tr><td>Jackups</td><td>110,682</td><td>136,451</td><td>140,033</td></tr><tr><td>Total</td><td>$ 192,427</td><td>$ 233,325</td><td>$ 242,884</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, 2016 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."

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 (loss) income</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>



<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td colspan="2">Other</td><td>Operating Segments Total</td><td>Reconciling Items</td><td>Consolidated Total</td></tr><tr><td>Revenues</td><td>$</td><td>2,697.6</td><td>$</td><td>1,774.6</td><td>$</td><td>92.3</td><td>$</td><td>—</td><td>$ 4,564.5</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></tr><tr><td>Contract drilling (exclusive of depreciation)</td><td></td><td>1,201.2</td><td></td><td>807.4</td><td></td><td>68.3</td><td></td><td>—</td><td>2,076.9</td></tr><tr><td>Loss on impairment</td><td></td><td>3,982.3</td><td></td><td>236.4</td><td></td><td>—</td><td></td><td>4,218.7</td><td>—</td></tr><tr><td>Depreciation</td><td></td><td>358.1</td><td></td><td>171.2</td><td></td><td>—</td><td></td><td>529.3</td><td>8.6</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>131.9</td></tr><tr><td>Operating (loss) income</td><td>$</td><td>(2,844.0)</td><td>$</td><td>559.6</td><td>$</td><td>24.0</td><td>$</td><td>(2,260.4)</td><td>$ (140.5)</td></tr></table>

## Floaters

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 contract terminations and 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 contract terminations and 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.

During 2015, excluding the impact of ENSCO DS-4 and ENSCO DS-9 lump-sum termination payments totaling $129.0 million received during the year, revenues declined by $360.6 million, or 13%, as compared to the prior year. The decline in revenues was primarily due to fewer days under contract across the fleet, lower average day rates and lower revenues from ENSCO DS-5. This decline was partially offset by revenue generated from ENSCO 5004, ENSCO 5005 and ENSCO 5006, all of which were undergoing capital enhancement projects during 2014, and the addition of ENSCO DS-8 to our fleet.

Contract drilling expense declined by $148.4 million, or 12%, 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. This decline was partially offset by higher contract drilling expense for the aforementioned semisubmersible rigs that were undergoing capital enhancement projects during 2014 and contract drilling expense for ENSCO DS-8 and ENSCO DS-9.

During 2015, we recognized a non-cash loss on impairment totaling $1.8 billion, of which $1.7 billion related to impairment of certain floaters and $83.5 million related to impairment of our remaining floater goodwill. During 2014, we recorded a non-cash loss on impairment totaling $4.0 billion, of which $3.0 billion related to the impairment of our floater goodwill and $1.0 billion related to the impairment of certain floaters.



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.

During 2015, revenues declined by $329.0 million, or 19%, as compared to the prior year. The decline in revenues was primarily due to fewer days under contract across our fleet, the sale of ENSCO 83, ENSCO 89 and ENSCO 98 and a decline in average day rates. This decline was partially offset by the commencement of ENSCO 110 drilling operations during 2015 and ENSCO 120, ENSCO 121 and ENSCO 122 drilling operations during 2014.

Contract drilling expense declined by $113.9 million, or 14%, 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. Contract drilling expense also declined due to the sale of the aforementioned jackup rigs, partially offset by recent additions to the jackup fleet. Depreciation expense increased by $4.5 million, or 3%, primarily due to the additions to our fleet.

During 2015, we recorded a non-cash loss on impairment totaling $968.0 million, of which $775.4 million related to impairment of certain jackups and $192.6 million related to impairment of jackup goodwill. During 2014, we recorded a non-cash loss on impairment of $236.4 million related to the impairment of certain jackups.

## Impairment of Long-Lived Assets and Goodwill

See Note 3 and Note 8 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, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Interest income</td><td>$ 13.8</td><td>$ 9.9</td><td>$ 13.0</td></tr><tr><td>Interest expense, net:</td><td></td><td></td><td></td></tr><tr><td>Interest expense</td><td>(274.5)</td><td>(303.7)</td><td>(239.6)</td></tr><tr><td>Capitalized interest</td><td>45.7</td><td>87.4</td><td>78.2</td></tr><tr><td></td><td>(228.8)</td><td>(216.3)</td><td>(161.4)</td></tr><tr><td>Other, net</td><td>283.2</td><td>(21.3)</td><td>0.5</td></tr><tr><td></td><td>$ 68.2</td><td>$ (227.7)</td><td>$ (147.9)</td></tr></table>

Interest income during 2016 increased as compared to the prior year as a result of higher short-term investment balances. Interest income during 2015 declined as compared to the prior year primarily due to declining outstanding principal amounts due from customers for reimbursement of mobilization and upgrade costs on certain long-term drilling contracts.



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 during 2015 increased by $64.1 million, or 27%, as compared to the prior year due to the issuance of senior notes in March 2015 and September 2014, partially offset by the redemption of our 3.25% senior notes due 2016 ("2016 Senior Notes") and our U.S. Maritime Administration ("MARAD") obligations.

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. Interest expense capitalized during 2015 increased $9.2 million, or 12%, as compared to the prior year due to an increase in the average outstanding amount of capital invested in newbuild construction.

Other, net, during 2016 included pre-tax gains on debt extinguishment of $287.8 million related to debt repurchases and exchange. Other, net, during 2015 included a pre-tax loss of $33.5 million related to the extinguishment of our 2016 Notes and our MARAD obligations. This loss was 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 ("foreign currencies"). 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 $6.0 million of losses, $5.4 million of gains and $2.6 million of losses, and were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively.

Net unrealized gains of $1.8 million, $700,000 and $2.3 million from marketable securities held in our supplemental executive retirement plans ("SERP") were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively. The fair value measurement of our marketable securities held in the SERP is presented in Note 2 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data".

## 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.

During the years ended December 31, 2016, 2015 and 2014, we recorded income tax expense of $108.5 million, income tax benefit of $13.9 million and income tax expense of $140.5 million, respectively. Our consolidated effective income tax rates were 10.9%, 0.9% and (5.5%) during the same periods, respectively.

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.

Our consolidated effective income tax rate for 2014 includes the impact of various discrete tax items, including the recognition of a net $18.4 million tax expense associated with liabilities for unrecognized tax benefits and other adjustments relating to prior years and a $16.4 million tax benefit associated with rig impairments. In addition, we recognized a net $41.4 million tax benefit in connection with the utilization of foreign tax credits that were previously subject to a valuation allowance.

Excluding the impact of the aforementioned discrete tax items, our consolidated effective income tax rates for the years ended December 31, 2016, 2015 and 2014 were 20.3%, 16.0% and 10.7%, 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. We continually assess our rig portfolio and actively work with our rig broker to market certain rigs that no longer meet our standards for economic returns or are not part of our long-term strategic plan.

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.



We sold the following rigs during the three-year period ended December 31, 2016 (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 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>ENSCO 5000</td><td>December 2014</td><td>Discontinued</td><td>Floaters</td><td>1.3</td><td>.5</td><td>.8</td></tr><tr><td>ENSCO 83(3)</td><td>September 2014</td><td>Continuing</td><td>Jackups</td><td>51.6</td><td>50.5</td><td>1.1</td></tr><tr><td>ENSCO 89(3)</td><td>September 2014</td><td>Continuing</td><td>Jackups</td><td>51.6</td><td>30.9</td><td>20.7</td></tr><tr><td>ENSCO 93(3)</td><td>September 2014</td><td>Discontinued</td><td>Jackups</td><td>51.7</td><td>52.9</td><td>(1.2)</td></tr><tr><td>ENSCO 98(3)</td><td>September 2014</td><td>Continuing</td><td>Jackups</td><td>51.6</td><td>35.3</td><td>16.3</td></tr><tr><td>ENSCO 85</td><td>April 2014</td><td>Discontinued</td><td>Jackups</td><td>64.4</td><td>54.1</td><td>10.3</td></tr><tr><td>ENSCO 69 &amp; Pride Wisconsin</td><td>January 2014</td><td>Discontinued</td><td>Jackups</td><td>32.2</td><td>8.6</td><td>23.6</td></tr><tr><td></td><td></td><td></td><td></td><td>$ 324.1</td><td>$ 245.4</td><td>$ 78.7</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.

(3) In September 2014, we sold ENSCO 83, ENSCO 89, ENSCO 93 and ENSCO 98, all of which were contracted to Pemex. In connection with this sale, we executed charter agreements with the purchaser to continue operating the rigs for the remainder of the Pemex contracts. Due to the long-term charter agreements for ENSCO 83, ENSCO 89 and ENSCO 98, the results were included in income from continuing operations. The charter agreement for ENSCO 93 was less than a year from the date of sale, and therefore the related operating results were included in discontinued operations.

## Discontinued Operations

During 2014, we committed to a plan to sell six floaters and two jackups. ENSCO 5000, ENSCO 5001, ENSCO 5002, ENSCO 6000, ENSCO 7500, ENSCO DS-2, ENSCO 58 and ENSCO 90 were removed from our portfolio of rigs marketed for contract drilling services and were classified as held-for-sale. 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 and ENSCO 90 continue to be actively marketed for sale and were classified as held-for-sale on our December 31, 2016 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, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Revenues</td><td>$ —</td><td>$ 19.5</td><td>$ 325.0</td></tr><tr><td>Operating expenses</td><td>3.1</td><td>39.5</td><td>372.0</td></tr><tr><td>Operating loss</td><td>(3.1)</td><td>(20.0)</td><td>(47.0)</td></tr><tr><td>Income tax (benefit) expense</td><td>(10.1)</td><td>(7.7)</td><td>30.7</td></tr><tr><td>Loss on impairment, net</td><td>—</td><td>(120.6)</td><td>(1,158.8)</td></tr><tr><td>Gain on disposal of discontinued operations, net</td><td>1.1</td><td>4.3</td><td>37.3</td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 8.1</td><td>$ (128.6)</td><td>$ (1,199.2)</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) and $1.2 billion (net of tax benefits of $83.5 million) for the years ended December 31, 2015 and 2014, respectively, 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 years ended December 31, 2015 and 2014, respectively. 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) expense from discontinued operations for the year ended December 31, 2016 and 2015 included $10.2 million and $12.6 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 and upgrade projects and the return of capital to shareholders through dividend payments.

In October 2016, we entered into a privately-negotiated exchange agreement whereby we issued 1,822,432 Class A ordinary shares in exchange for $24.5 million principal amount of our 5.75% senior notes due 2044. The exchange resulted in a gain on debt extinguishment of $8.8 million.

During 2016, we repurchased $1.1 billion of our senior notes for $863.9 million through tender offers and open market repurchases, resulting in pre-tax gains on debt extinguishment of $279.0 million net of discounts, premiums, debt issuance costs and transaction costs.



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 December 2016, we completed a private placement of $849.5 million of 3.00% exchangeable senior notes due 2024 for net proceeds of $822.8 million.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of outstanding debt with $332.5 million of net proceeds from the December 2016 exchangeable senior notes offering and $332.0 million of newly issued 8.00% senior notes due 2024.

Based on our balance sheet, $3.6 billion of contractual backlog and $2.25 billion available under our revolving credit facility, we believe our remaining capital commitments, debt service payments and dividend payments 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, refinance existing debt or increase liquidity as necessary.

As of December 31, 2016, we had $5.3 billion in total debt outstanding, representing 39.0% of our total capitalization. Following the settlement of the exchange transaction in January 2017, our outstanding debt declined to $4.9 billion, representing 37.5% of our total capitalization, and our next debt maturity is in 2019 with an aggregate principal amount of $292.2 million, followed by additional maturities in 2020, 2021 and 2024 with aggregate principal amounts of $551.0 million, $309.1 million and $1.8 billion, respectively. We also have $2.6 billion in cash and cash equivalents and short-term investments and $2.25 billion available under our Credit Facility. The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%.

During the three-year period ended December 31, 2016, our primary sources of cash were an aggregate $4.8 billion generated from operating activities of continuing operations, $3.2 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 $3.5 billion for the construction, enhancement and other improvement of our drilling rigs, including $2.1 billion invested in newbuild construction, $2.0 billion for the repurchase of outstanding debt and $855.8 million for dividend payments.

Detailed explanations of our liquidity and capital resources for each of the years in the three-year period ended December 31, 2016 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, 2016 were as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Cash flows from operating activities of continuing operations</td><td>$ 1,077.4</td><td>$ 1,697.9</td><td>$ 2,057.9</td></tr><tr><td>Capital expenditures on continuing operations:</td><td></td><td></td><td></td></tr><tr><td>New rig construction</td><td>$ 209.8</td><td>$ 1,238.8</td><td>$ 699.5</td></tr><tr><td>Rig enhancements</td><td>15.9</td><td>164.5</td><td>537.4</td></tr><tr><td>Minor upgrades and improvements</td><td>96.5</td><td>216.2</td><td>329.8</td></tr><tr><td></td><td>$ 322.2</td><td>$ 1,619.5</td><td>$ 1,566.7</td></tr></table>

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.



During 2015, excluding the impact of lump-sum payments associated with the ENSCO DS-4 and ENSCO DS-9 contract terminations totaling $129.0 million received during the year, cash flows from continuing operations declined by $489.0 million, or 24%, as compared to the prior year. The decline primarily resulted from a $700.7 million decline in cash receipts from contract drilling services and a $69.0 million increase in cash paid for interest, partially offset by a $257.2 million decline in cash payments related to contract drilling expenses.

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, 2016, we invested $2.1 billion in the construction of new drilling rigs and an additional $717.8 million enhancing the capability and extending the useful lives of our existing fleet.

Based on our current projections, we expect capital expenditures during 2017 to include approximately $335 million for newbuild construction, approximately $30 million for rig enhancement projects and approximately $60 million for minor upgrades and improvements. 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 2016. 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 as 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.

## Financing and Capital Resources

Our total debt, total capital and total debt to total capital ratios as of December 31, 2016, 2015 and 2014 are summarized below (in millions, except percentages):

<table><tr><td></td><td colspan="2">Pro-Forma 2016(1)</td><td colspan="2">2016</td><td colspan="2">2015</td><td colspan="2">2014</td></tr><tr><td>Total debt</td><td>$</td><td>4,941.5</td><td>$</td><td>5,274.5</td><td>$</td><td>5,868.6</td><td>$</td><td>5,902.9</td></tr><tr><td>Total capital(2)</td><td></td><td>13,179.1</td><td></td><td>13,525.1</td><td></td><td>12,381.5</td><td></td><td>14,117.9</td></tr><tr><td>Total debt to total capital</td><td></td><td>37.5%</td><td></td><td>39.0%</td><td></td><td>47.4%</td><td></td><td>41.8%</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 Exchange Offers described below. In January 2017, total debt was reduced by $333.0 million as a result of debt tendered from our 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 4.70% senior notes due 2021 totaling $663.4 million, net of discounts, premiums and issuance costs, partially offset by the issuance of $332.0 million of 8.0% senior notes due 2024 issued net of debt issuance costs of $1.6 million. Total capital was adjusted by the aforementioned amount and the estimated net of tax loss on the Exchange Offers of $13.0 million.

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

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.

During 2015, our total capital declined by $1.7 billion and our total debt to total capital ratio increased from 41.8% to 47.4% primarily due to losses on impairments.



In December 2016, Ensco Jersey Finance Limited, a wholly-owned subsidiary of Ensco plc, issued $849.5 million aggregate principal amount of unsecured 3.00% exchangeable senior notes due 2024 (the "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 commencing on July 31, 2017. 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 at 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, regardless of the foregoing circumstances. The initial exchange rate is 71.3343 shares per $1,000 principal amount of notes, 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 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 using the effective interest method. 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 using the effective interest method and the issuance costs attributable to the equity component were recorded to additional paid-in capital within stockholders' equity on our consolidated balance sheet.

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 4 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.

## Senior Notes

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 the acquired company's 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, 2024 Notes, 2025 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 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for additional information on the guarantee of the Acquired Notes.

We may redeem the 2024 Notes, 2025 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 2024 Notes and 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 2024 Notes, 2025 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, ENSCO International Incorporated issued $150.0 million of unsecured 7.20% debentures due November 15, 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually in May and November. 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 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" 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 2016, we launched cash tender offers (the "Tender Offers") to repurchase 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 year ended December 31, 2016 were as follows (in millions, except percentages):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price</td><td>Discount %</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 62.0</td><td>$ 55.7</td><td>10.2%</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td><td>17.2%</td></tr><tr><td>4.70% Senior notes due 2021</td><td>817.0</td><td>609.0</td><td>25.5%</td></tr><tr><td>4.50% Senior notes due 2024</td><td>1.7</td><td>0.9</td><td>47.1%</td></tr><tr><td>5.20% Senior notes due 2025</td><td>30.7</td><td>16.8</td><td>45.3%</td></tr><tr><td>Total</td><td>$ 1,130.6</td><td>$ 863.9</td><td>23.6%</td></tr></table>

During the year ended December 31, 2016, we recognized pre-tax gains from debt extinguishment of $279.0 million included in other, net, in our consolidated statement of operations related to the Tender Offers and open market repurchases, net of discounts, premiums, debt issuance costs and 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.

## Exchange Offers

In January 2017, we completed exchange offers (the "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>8.00% Senior Notes due 2024 Consideration</td><td>Cash Consideration \( ^{(1)} \)</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>

(1) As of December 31, 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.

During the first quarter, we expect to recognize a pre-tax loss on the Exchange Offers of approximately $6.0 million, net of premiums and transaction costs.



During 2011, we issued $1.0 billion of 3.25% senior notes due 2016 (the “2016 Notes”). During 2015, through the combination of a cash tender offer and subsequent redemption, we utilized a portion of the net proceeds from the 2025 Notes and New 2044 Notes to retire the 2016 Notes, and we recorded a pre-tax loss on debt extinguishment of $30.4 million, net of discounts and unamortized debt issuance costs included in other, net, in our consolidated statement of operations.

During 2015, we used the remaining net proceeds from the 2025 Notes and New 2044 Notes, together with cash on hand, to redeem the remaining $65.3 million outstanding on our 4.33% U.S. Maritime Administration notes due 2016 and 4.65% U.S. Maritime Administration bonds due 2020. We incurred additional losses on debt extinguishment of $3.1 million, which were included in other, net, in our consolidated statement of operations.

## Maturities

The descriptions of our senior notes above reflect the original principal amounts issued, which have been subsequently reduced through our tenders, repurchases and exchange offers such that the maturities of our debt were as follows (in millions):

<table><tr><td></td><td>Original Principal</td><td>2016 Tenders and Repurchases</td><td>2016 Debt to Equity Exchange</td><td>Principal Outstanding at December 31, 2016(1)</td><td>2017 Exchange Offers(2)</td><td>Remaining Principal</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 500.0</td><td>$ (62.0)</td><td>$ —</td><td>$ 438.0</td><td>$ (145.8)</td><td>$ 292.2</td></tr><tr><td>6.875% Senior notes due 2020</td><td>900.0</td><td>(219.2)</td><td>—</td><td>680.8</td><td>(129.8)</td><td>551.0</td></tr><tr><td>4.70% Senior notes due 2021</td><td>1,500.0</td><td>(817.0)</td><td>—</td><td>683.0</td><td>(373.9)</td><td>309.1</td></tr><tr><td>3.00% Senior notes due 2024</td><td>849.5</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>4.50% Senior notes due 2024</td><td>625.0</td><td>(1.7)</td><td>—</td><td>623.3</td><td>—</td><td>623.3</td></tr><tr><td>8.00% Senior notes due 2024</td><td>—</td><td>—</td><td>—</td><td>—</td><td>332.0</td><td>332.0</td></tr><tr><td>5.20% Senior notes due 2025</td><td>700.0</td><td>(30.7)</td><td>—</td><td>669.3</td><td>—</td><td>669.3</td></tr><tr><td>7.20% Senior notes due 2027</td><td>150.0</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>150.0</td></tr><tr><td>7.875% Senior notes due 2040</td><td>300.0</td><td>—</td><td>—</td><td>300.0</td><td>—</td><td>300.0</td></tr><tr><td>5.75% Senior notes due 2044</td><td>1,025.0</td><td>—</td><td>(24.5)</td><td>1,000.5</td><td>—</td><td>1,000.5</td></tr><tr><td>Total</td><td>$ 6,549.5</td><td>$ (1,130.6)</td><td>$ (24.5)</td><td>$ 5,394.4</td><td>$ (317.5)</td><td>$ 5,076.9</td></tr></table>

(1) The aggregate principal amount outstanding as of December 31, 2016 excludes net unamortized discounts and debt issuance costs of $119.9 million.

(2) As of December 31, 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.

## Revolving Credit

We have a $2.25 billion senior unsecured revolving credit facility with a syndicate of banks to be used for general corporate purposes with a term expiring on September 30, 2019 (the "Credit Facility"). During 2016, we extended the maturity of $1.13 billion of the $2.25 billion commitment for one year to September 30, 2020.

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 $2.25 billion commitment, which is also based on our credit ratings.



In February 2016, Moody's announced a downgrade of our credit rating to B1, and in December, Standard & Poor's downgraded our credit rating to BB, which are both ratings below investment grade. The first rating action resulted in the highest applicable margin rates and commitment fees under the Credit Facility, and as a result, the second rating action had no effect on our current costs of borrowing. The applicable margin rates are 0.50% per annum for Base Rate advances and 1.50% per annum for LIBOR advances. Also, our quarterly commitment fee is 0.225% per annum on the undrawn portion of the $2.25 billion commitment.

The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens; 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; and entering into certain transactions with affiliates. We have the right, subject to receipt of commitments from new or existing lenders, to increase the commitments under the Credit Facility by an amount not to exceed $500 million and to extend the maturity of the commitments under the Credit Facility by one additional year.

As of December 31, 2016, 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, 2016 and 2015.

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. With a credit rating below investment grade, we have no access to the commercial paper market.

## Other Financing Matters

We filed an automatically effective shelf registration statement on Form S-3 with the SEC on January 15, 2015, 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, as amended, expires in January 2018.

In May 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. The program terminates in May 2018.

Subject to market conditions, our leverage and liquidity positions and other factors, we may retire certain outstanding senior notes and debentures prior to scheduled maturities through debt repurchases, either in the open market, in privately-negotiated transactions or through redemptions or tender offers. These transactions may be funded by cash generated from operations, borrowings under our credit facility or the issuance of debt or equity securities. Such transactions may impact the amount and composition of our outstanding debt, interest expense or otherwise impact our capital structure and liquidity.



## 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, 2016 and the periods in which such obligations are due (in millions):

Payments due by period

<table><tr><td></td><td>2017</td><td>2018 and 2019</td><td>2020 and 2021</td><td>Thereafter</td><td>Total</td></tr><tr><td>Principal payments on long-term debt \( ^{(1)} \)</td><td>$ —</td><td>$ 438.0</td><td>$ 1,363.8</td><td>$ 3,592.6</td><td>$ 5,394.4</td></tr><tr><td>Interest payments on long-term debt \( ^{(1)} \)</td><td>287.1</td><td>574.2</td><td>455.5</td><td>2,106.5</td><td>3,423.3</td></tr><tr><td>New rig construction agreements</td><td>242.0</td><td>290.3</td><td>—</td><td>—</td><td>532.3</td></tr><tr><td>Operating leases</td><td>32.7</td><td>42.2</td><td>20.1</td><td>37.4</td><td>132.4</td></tr><tr><td>Derivative instruments</td><td>12.7</td><td>.8</td><td>—</td><td>—</td><td>13.5</td></tr><tr><td>Total contractual obligations \( ^{(2)} \)</td><td>$ 574.5</td><td>$ 1,345.5</td><td>$ 1,839.4</td><td>$ 5,736.5</td><td>$ 9,495.9</td></tr></table>

(1) Commitments related to principal and interest payments on our debt were not adjusted to give effect to the Exchange Offers described above.

(2) Contractual obligations do not include $142.9 million of unrecognized tax benefits, inclusive of interest and penalties, included on our consolidated balance sheet as of December 31, 2016. We are unable to specify with certainty the future periods in which we may be obligated to settle such amounts.

## 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, 2016, 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, 2016 (in millions):

Commitment expiration by period

<table><tr><td></td><td>2017</td><td>2018 and 2019</td><td>2020 and 2021</td><td>Thereafter</td><td>Total</td></tr><tr><td>Letters of credit</td><td>$ 31.1</td><td>$ 24.4</td><td>$ —</td><td>$ —</td><td>$ 55.5</td></tr></table>



## Liquidity

Our liquidity position as of December 31, 2016, 2015 and 2014 is summarized below (in millions, except ratios):

<table><tr><td></td><td colspan="2">Pro-Forma 2016 \( ^{(1)} \)</td><td colspan="2">2016</td><td colspan="2">2015</td><td colspan="2">2014</td></tr><tr><td>Cash and cash equivalents</td><td>$</td><td>812.6</td><td>$</td><td>1,159.7</td><td>$</td><td>121.3</td><td>$</td><td>664.8</td></tr><tr><td>Short-term investments</td><td></td><td>1,442.6</td><td></td><td>1,442.6</td><td></td><td>1,180.0</td><td></td><td>50.0</td></tr><tr><td>Working capital</td><td></td><td>2,424.3</td><td></td><td>2,424.9</td><td></td><td>1,509.6</td><td></td><td>1,788.9</td></tr><tr><td>Current ratio</td><td></td><td>5.8</td><td></td><td>3.8</td><td></td><td>2.9</td><td></td><td>2.6</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 Exchange Offers described above. Our cash and cash equivalents balance was reduced by $347.1 million due to payment of cash consideration of $332.5 million, accrued interest on the tendered debt of $10.0 million and transaction costs of $4.6 million. Our working capital balance decreased by the aforementioned use of cash, partially offset by the reduction of current maturities of long-term debt of $331.9 million and lower accrued interest and transaction costs.

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 would 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. After recent downgrades, 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. With our current credit ratings below investment grade, we have no access to the commercial paper market.

## 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. 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 also will be required to meet "best available control technology" standards to be 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.



The Companies Act 2006 (Strategic and Directors' Reports) Regulations 2013 now requires all quoted U.K. companies to report their annual GHG emissions in the Company's directors' report. Additionally, in recent years, cap and trade initiatives to limit GHG emissions have been introduced in the European Union. Similarly, a number of bills related to climate change have been introduced in the U.S. Congress. If these or similar bills were to be adopted, such legislation could adversely impact many industries. However, it appears unlikely that comprehensive federal climate legislation will be passed by Congress in the foreseeable future. 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. If Congress undertakes comprehensive tax reform in the future, it is possible that such reform may include a carbon tax, which could impose additional direct costs on operations and reduce demand for refined products. 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 or 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, 2016, we had cash flow hedges outstanding to exchange an aggregate $180.9 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, 2016, we held derivatives not designated as hedging instruments to exchange an aggregate $136.2 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, 2016 would



approximate $15.0 million. Approximately $9.0 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 5 to our consolidated financial statements included in "Item 8. 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, 2016, the carrying value of our property and equipment totaled $10.9 billion, which represented 76% 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.

On December 31, 2015, we evaluated our current judgments and assumptions used in determining the useful lives of our drilling rigs. We considered both historical experience and expectations of future operations, utilization and performance of our assets based on recent changes in the current market environment. As a result, we reduced the useful lives of certain floaters and jackups effective January 1, 2016, resulting in an increase in depreciation expense by approximately $20.0 million during the year.

Our fleet of 19 floater rigs, excluding one rig under construction and one rig held-or-sale, represented 64% of both the gross cost and net carrying amount of our depreciable property and equipment as of December 31, 2016. Our floater rigs are depreciated over useful lives ranging from ten to 35 years. Our fleet of 36 jackup rigs, excluding one rig under construction and one rig held-for-sale, represented 20% of the gross cost and 17% of the net carrying amount of our depreciable property and equipment as of December 31, 2016. 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, 2016 for various assumed changes in the useful lives of our drilling rigs effective January 1, 2016:

<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>$(35.6)</td></tr><tr><td>20%</td><td>(65.2)</td></tr><tr><td>(10%)</td><td>38.6</td></tr><tr><td>(20%)</td><td>91.3</td></tr></table>

## Impairment of Long-Lived Assets

During the years ended December 31, 2015 and 2014, we recorded a pre-tax, non-cash loss on impairment of long-lived assets of $2.6 billion and $2.5 billion, respectively. See Note 3 to our consolidated financial statements included in "Item 8. 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.



If the global economy deteriorates and/or other events or changes in circumstances indicate that the carrying value of one or more drilling rigs may not be recoverable, we may conclude that a triggering event has occurred and perform a recoverability test. If, at the time of the recoverability test, our judgments and assumptions regarding future industry conditions and operations have diminished, it is reasonably possible that we could conclude that one or more of our drilling rigs are impaired.

Asset impairment evaluations are highly subjective. In most instances, they involve expectations of future cash flows to be generated by our drilling rigs, which reflect our judgments and assumptions regarding future industry conditions and operations, as well as estimates of expected utilization levels, day rates, expense levels and capital requirements. The estimates, judgments and assumptions used in the application of our asset impairment policies reflect both historical experience and an assessment of current operational, industry, market, economic and political environments. The use of different estimates, judgments, assumptions and expectations regarding future industry conditions and operations would likely result in materially different asset carrying values and 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, 2016, our consolidated balance sheet included a $64.1 million net deferred income tax asset, a $32.5 million liability for income taxes currently payable and a $142.9 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.

## 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, 2016 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.

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 28, 2017



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Ensco plc:

We have audited the accompanying consolidated balance sheets of Ensco plc and subsidiaries (the Company) as of December 31, 2016 and 2015, and 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, 2016. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ensco plc and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, 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), Ensco plc’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Houston, Texas
February 28, 2017



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Ensko plc:

We have audited Ensco plc’s (the Company) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 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.

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.

In our opinion, Ensco plc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ensco plc and subsidiaries as of December 31, 2016 and 2015, and 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, 2016, and our report dated February 28, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Houston, Texas
February 28, 2017



## 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>2016</td><td>2015</td><td>2014</td><td></td></tr><tr><td>OPERATING REVENUES</td><td>$ 2,776.4</td><td>$ 4,063.4</td><td>$ 4,564.5</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>1,301.0</td><td>1,869.6</td><td>2,076.9</td><td></td></tr><tr><td>Loss on impairment</td><td>—</td><td>2,746.4</td><td>4,218.7</td><td></td></tr><tr><td>Depreciation</td><td>445.3</td><td>572.5</td><td>537.9</td><td></td></tr><tr><td>General and administrative</td><td>100.8</td><td>118.4</td><td>131.9</td><td></td></tr><tr><td></td><td>1,847.1</td><td>5,306.9</td><td>6,965.4</td><td></td></tr><tr><td>OPERATING INCOME (LOSS)</td><td>929.3</td><td>(1,243.5)</td><td>(2,400.9)</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>13.8</td><td>9.9</td><td>13.0</td><td></td></tr><tr><td>Interest expense, net</td><td>(228.8)</td><td>(216.3)</td><td>(161.4)</td><td></td></tr><tr><td>Other, net</td><td>283.2</td><td>(21.3)</td><td>0.5</td><td></td></tr><tr><td></td><td>68.2</td><td>(227.7)</td><td>(147.9)</td><td></td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>997.5</td><td>(1,471.2)</td><td>(2,548.8)</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>79.8</td><td>144.1</td><td>264.0</td><td></td></tr><tr><td>Deferred income tax expense (benefit)</td><td>28.7</td><td>(158.0)</td><td>(123.5)</td><td></td></tr><tr><td></td><td>108.5</td><td>(13.9)</td><td>140.5</td><td></td></tr><tr><td>INCOME (LOSS) FROM CONTINUING OPERATIONS</td><td>889.0</td><td>(1,457.3)</td><td>(2,689.3)</td><td></td></tr><tr><td>INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET</td><td>8.1</td><td>(128.6)</td><td>(1,199.2)</td><td></td></tr><tr><td>NET INCOME (LOSS)</td><td>897.1</td><td>(1,585.9)</td><td>(3,888.5)</td><td></td></tr><tr><td>NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>(6.9)</td><td>(8.9)</td><td>(14.1)</td><td></td></tr><tr><td>NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO</td><td>$ 890.2</td><td>$ (1,594.8)</td><td>$ (3,902.6)</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>$ 3.10</td><td>$ (6.33)</td><td>$ (11.70)</td><td></td></tr><tr><td>Discontinued operations</td><td>0.03</td><td>(0.55)</td><td>(5.18)</td><td></td></tr><tr><td></td><td>$ 3.13</td><td>$ (6.88)</td><td>$ (16.88)</td><td></td></tr><tr><td>NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED</td><td>$ 873.6</td><td>$ (1,596.8)</td><td>$ (3,910.5)</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>279.1</td><td>232.2</td><td>231.6</td><td></td></tr><tr><td>CASH DIVIDENDS PER SHARE</td><td>$ 0.04</td><td>$ 0.60</td><td>$ 3.00</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="3">Year Ended December 31,</td></tr><tr><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>NET INCOME (LOSS)</td><td>$ 897.1</td><td>$ (1,585.9)</td><td>$ (3,888.5)</td></tr><tr><td>OTHER COMPREHENSIVE (LOSS) INCOME, NET</td><td></td><td></td><td></td></tr><tr><td>Net change in fair value of derivatives</td><td>(5.4)</td><td>(23.6)</td><td>(11.7)</td></tr><tr><td>Reclassification of net losses (gains) on derivative instruments from other comprehensive income into net income</td><td>12.4</td><td>22.2</td><td>(.9)</td></tr><tr><td>Other</td><td>(.5)</td><td>2.0</td><td>6.3</td></tr><tr><td>NET OTHER COMPREHENSIVE INCOME (LOSS)</td><td>6.5</td><td>.6</td><td>(6.3)</td></tr><tr><td>COMPREHENSIVE INCOME (LOSS)</td><td>903.6</td><td>(1,585.3)</td><td>(3,894.8)</td></tr><tr><td>COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>(6.9)</td><td>(8.9)</td><td>(14.1)</td></tr><tr><td>COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO</td><td>$ 896.7</td><td>$ (1,594.2)</td><td>$ (3,908.9)</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>2016</td><td>2015</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 1,159.7</td><td>$ 121.3</td></tr><tr><td>Short-term investments</td><td>1,442.6</td><td>1,180.0</td></tr><tr><td>Accounts receivable, net</td><td>361.0</td><td>582.0</td></tr><tr><td>Other</td><td>316.0</td><td>401.8</td></tr><tr><td>Total current assets</td><td>3,279.3</td><td>2,285.1</td></tr><tr><td>PROPERTY AND EQUIPMENT, AT COST</td><td>12,992.5</td><td>12,719.4</td></tr><tr><td>Less accumulated depreciation</td><td>2,073.2</td><td>1,631.6</td></tr><tr><td>Property and equipment, net</td><td>10,919.3</td><td>11,087.8</td></tr><tr><td>OTHER ASSETS, NET</td><td>175.9</td><td>237.6</td></tr><tr><td></td><td>$ 14,374.5</td><td>$ 13,610.5</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>$ 145.9</td><td>$ 224.6</td></tr><tr><td>Accrued liabilities and other</td><td>376.6</td><td>550.9</td></tr><tr><td>Current maturities of long-term debt</td><td>331.9</td><td>—</td></tr><tr><td>Total current liabilities</td><td>854.4</td><td>775.5</td></tr><tr><td>LONG-TERM DEBT</td><td>4,942.6</td><td>5,868.6</td></tr><tr><td>OTHER LIABILITIES</td><td>322.5</td><td>449.2</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. &#x27;S. 10 par value, 310.3 million and 242.9 million shares issued as of December 31, 2016 and 2015</td><td>31.0</td><td>24.3</td></tr><tr><td>Class B ordinary shares, £1 par value, 50,000 shares issued as of December 31, 2016 and 2015</td><td>.1</td><td>.1</td></tr><tr><td>Additional paid-in capital</td><td>6,402.2</td><td>5,554.5</td></tr><tr><td>Retained earnings</td><td>1,864.1</td><td>985.3</td></tr><tr><td>Accumulated other comprehensive income</td><td>19.0</td><td>12.5</td></tr><tr><td>Treasury shares, at cost, 7.3 million shares and 7.6 million shares as of December 31, 2016 and 2015</td><td>(65.8)</td><td>(63.8)</td></tr><tr><td>Total Ensco shareholders&#x27; equity</td><td>8,250.6</td><td>6,512.9</td></tr><tr><td>NONCONTROLLING INTERESTS</td><td>4.4</td><td>4.3</td></tr><tr><td>Total equity</td><td>8,255.0</td><td>6,517.2</td></tr><tr><td></td><td>$ 14,374.5</td><td>$ 13,610.5</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>2016</td><td>2015</td><td>2014</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>$     897.1</td><td>$    (1,585.9)</td><td>$    (3,888.5)</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>445.3</td><td>572.5</td><td>537.9</td><td></td></tr><tr><td>(Gain) loss on debt extinguishment</td><td>(287.8)</td><td>33.5</td><td>—</td><td></td></tr><tr><td>Share-based compensation expense</td><td>39.6</td><td>40.2</td><td>45.1</td><td></td></tr><tr><td>Deferred income tax expense (benefit)</td><td>28.7</td><td>(158.0)</td><td>(123.5)</td><td></td></tr><tr><td>Amortization of assets and liabilities, net</td><td>(20.5)</td><td>(1.4)</td><td>(7.9)</td><td></td></tr><tr><td>(Income) loss from discontinued operations, net</td><td>(8.1)</td><td>128.6</td><td>1,199.2</td><td></td></tr><tr><td>Bad debt provision</td><td>(5.7)</td><td>24.1</td><td>(5.0)</td><td></td></tr><tr><td>Loss on impairment</td><td>—</td><td>2,746.4</td><td>4,218.7</td><td></td></tr><tr><td>Other</td><td>(3.0)</td><td>(18.1)</td><td>(11.4)</td><td></td></tr><tr><td>Changes in operating assets and liabilities</td><td>(8.2)</td><td>(84.0)</td><td>93.3</td><td></td></tr><tr><td>Net cash provided by operating activities of continuing operations</td><td>1,077.4</td><td>1,697.9</td><td>2,057.9</td><td></td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td></tr><tr><td>Purchases of short-term investments</td><td>(2,474.6)</td><td>(1,780.0)</td><td>(790.6)</td><td></td></tr><tr><td>Maturities of short-term investments</td><td>2,212.0</td><td>1,357.3</td><td>83.3</td><td></td></tr><tr><td>Additions to property and equipment</td><td>(322.2)</td><td>(1,619.5)</td><td>(1,566.7)</td><td></td></tr><tr><td>Net proceeds from disposition of assets</td><td>9.8</td><td>1.6</td><td>169.2</td><td></td></tr><tr><td>Net cash used in investing activities of continuing operations</td><td>(575.0)</td><td>(2,040.6)</td><td>(2,104.8)</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>(863.9)</td><td>(1,072.5)</td><td>(60.1)</td><td></td></tr><tr><td>Proceeds from issuance of senior notes</td><td>849.5</td><td>1,078.7</td><td>1,246.4</td><td></td></tr><tr><td>Proceeds from equity issuance</td><td>585.5</td><td>—</td><td>—</td><td></td></tr><tr><td>Debt financing costs</td><td>(23.4)</td><td>(10.5)</td><td>(13.4)</td><td></td></tr><tr><td>Cash dividends paid</td><td>(11.6)</td><td>(141.2)</td><td>(703.0)</td><td></td></tr><tr><td>Premium paid on redemption of debt</td><td>—</td><td>(30.3)</td><td>—</td><td></td></tr><tr><td>Other</td><td>(7.1)</td><td>(16.0)</td><td>(27.2)</td><td></td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>529.0</td><td>(191.8)</td><td>442.7</td><td></td></tr><tr><td>DISCONTINUED OPERATIONS</td><td></td><td></td><td></td><td></td></tr><tr><td>Operating activities</td><td>2.1</td><td>(10.9)</td><td>(3.8)</td><td></td></tr><tr><td>Investing activities</td><td>6.3</td><td>2.2</td><td>107.2</td><td></td></tr><tr><td>Net cash provided by (used in) discontinued operations</td><td>8.4</td><td>(8.7)</td><td>103.4</td><td></td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>(1.4)</td><td>(.3)</td><td>—</td><td></td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>1,038.4</td><td>(543.5)</td><td>499.2</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>121.3</td><td>664.8</td><td>165.6</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$   1,159.7</td><td>$   121.3</td><td>$   664.8</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 57 rigs spanning most of the strategic markets around the globe. Our rig fleet includes eight drillships, 10 dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and 38 jackup rigs, including two rigs under construction. Our fleet is the world's second largest 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.

## 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.



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 ("foreign currencies"). 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 $6.0 million of losses, $5.4 million of gains and $2.6 million of losses, and were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, 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 $1.4 billion and $1.2 billion as of December 31, 2016 and 2015, 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, 2016, 2015 and 2014. 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.

On December 31, 2015, we evaluated our current judgments and assumptions used in determining the useful lives of our drilling rigs. We considered both historical experience and expectations of future operations, utilization and performance of our assets based on recent changes in the current market environment. As a result, we reduced the useful lives of certain floaters and jackups effective January 1, 2016. This reduction in useful lives increased depreciation expense by approximately $20.0 million for the year ended December 31, 2016.

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 net realizable value.

## Operating Revenues and Expenses

Our 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 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 recognized 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 $43.9 million and $77.0 million as of December 31, 2016 and 2015, respectively. Deferred mobilization revenue was included in accrued liabilities and other, and other liabilities on our consolidated balance sheets and totaled $62.1 million and $111.8 million as of December 31, 2016 and 2015, 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 recognized as 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 $165.2 million and $287.2 million as of December 31, 2016 and 2015, 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 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 $14.9 million and $21.2 million as of December 31, 2016 and 2015, respectively.



In certain countries in which we operate, taxes such as sales, use, value-added, gross receipts and excise may be assessed by the local government on our revenues. We generally record our tax-assessed revenue transactions on a net basis in our consolidated statement of operations.

## Derivative Instruments

We use derivatives to reduce our exposure to various market risks, primarily foreign currency exchange rate risk. See "Note 5 - 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.

## Income Taxes

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. Income taxes resulting from an intercompany rig sale, as well as the tax effect of any reversing temporary differences resulting from the sale, are deferred and amortized on a straight-line basis over the remaining useful life of the rig.

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. See "Note 9 - Income Taxes" for additional information on our deferred taxes, unrecognized tax benefits, intercompany transfers of drilling rigs and undistributed earnings.

## Share-Based Compensation

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. The amount of compensation cost recognized in our consolidated statement of operations is based on the awards ultimately expected to vest and, therefore, reduced for estimated forfeitures. All changes in estimated forfeitures are based on historical experience and are recognized as a cumulative adjustment to compensation cost in the period in which they occur. See "Note 7 - 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 2 - Fair Value Measurements" for additional information on the fair value measurement of certain of our assets and liabilities.

## 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, 2016, our potentially dilutive instruments were not included in the computation of diluted income (loss) per share 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, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco</td><td>$ 882.1</td><td>$ (1,466.1)</td><td>$ (2,703.1)</td></tr><tr><td>Income from continuing operations allocated to non-vested share awards</td><td>(16.6)</td><td>(2.0)</td><td>(7.9)</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco shares</td><td>$ 865.5</td><td>$ (1,468.1)</td><td>$ (2,711.0)</td></tr></table>

Anti-dilutive share awards totaling 500,000, 800,000 and 400,000 for the years ended December 31, 2016, 2015 and 2014, 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 4 - 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 year ended December 31, 2016.

## 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, 2016 was as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Income (loss) from continuing operations</td><td>$ 889.0</td><td>$ (1,457.3)</td><td>$ (2,689.3)</td></tr><tr><td>Income from continuing operations attributable to noncontrolling interests</td><td>(6.9)</td><td>(8.8)</td><td>(13.8)</td></tr><tr><td>Income (loss) from continuing operations attributable to Ensco</td><td>$ 882.1</td><td>$ (1,466.1)</td><td>$ (2,703.1)</td></tr></table>



Income (loss) from discontinued operations attributable to Ensco for each of the years in the three-year period ended December 31, 2016 was as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 8.1</td><td>$ (128.6)</td><td>$ (1,199.2)</td></tr><tr><td>Income from discontinued operations attributable to noncontrolling interests</td><td>—</td><td>(.1)</td><td>(.3)</td></tr><tr><td>Income (loss) from discontinued operations attributable to Ensco</td><td>$ 8.1</td><td>$ (128.7)</td><td>$ (1,199.5)</td></tr></table>

## New Accounting Pronouncements

In October 2016, the Financial Accounting Standards Board 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. This update is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach with a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption is required. We expect to early adopt Update 2016-16 during the first quarter of 2017. We expect to recognize a cumulative-effect reduction of retained earnings at the beginning of the period of adoption of approximately $14 million.

In March 2016, the Financial Accounting Standards Board 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. This update is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. Transition methods vary for the related amendments. We expect to adopt Update 2016-09 during the first quarter of 2017. We believe the new standard will cause some volatility in our effective tax rates primarily due to the new requirement that companies recognize additional tax benefits or expenses related to the vesting or settlement of employee share-based awards (the difference between the actual tax benefit and the tax benefit initially recognized for financial reporting purposes) as income tax benefit or expense in earnings, rather than in additional paid-in capital, in the period in which they occur. Further, we expect to record forfeitures as they occur as opposed to estimating an allowance for future forfeitures. We do not anticipate that these changes will have a material impact on our consolidated financial statements and related disclosures.

During 2014, the Financial Accounting Standards Board 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. During 2015, the Financial Accounting Standards Board voted to delay the effective date one year. Update 2014-09 is now effective for annual and interim periods for fiscal years beginning after December 15, 2017. During 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ("Update 2016-08"), Accounting Standards Update 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("Update 2016-10"), Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"), and Accounting Standard Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers ("Update 2016-20"). The amendments in Update 2016-08, 2016-10 and 2016-12 do not change the core principle of Update 2014-09 but instead clarify the implementation guidance and provide narrow-scope improvements. Update 2016-20 includes additional guidance for disclosures related to remaining performance obligations. 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 expect to adopt Update 2014-09 and Update 2016-02 concurrently with an effective date of January 1, 2018. We expect to apply the modified retrospective approach to our adoption. We are currently evaluating the effect that Update 2014-09 and Update 2016-02 will have on our consolidated financial statements and related disclosures.

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification ("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. A modified retrospective approach is required. During our evaluation of Update 2016-02, we have concluded that our drilling contracts contain a lease component, and upon adoption, we will be required to separately recognize revenues associated with the lease of our drilling rigs and the provision of contract drilling services. Due to the significant interaction between Update 2016-02 and Update 2014-09, we expect to adopt both updates concurrently with an effective date of January 1, 2018. We expect to apply the modified retrospective approach to our adoption. Adoption will result in increased disclosure of the nature of our leasing arrangements and may result in variability of our revenue recognition patterns relative to current U.S. GAAP based on the provisions in each of our drilling contracts. With respect to leases whereby we are the lessee, we expect to recognize lease liabilities and offsetting "right of use" assets ranging from approximately $60 million to $80 million upon adoption, based on our portfolio of leases as of December 31, 2016. We are currently evaluating the other impacts that Update 2014-09 and 2016-02 will have on our consolidated financial statements and related disclosures.

During 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("Update 2015-03"), as updated by Update 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcements at June 18, 2015 EITF Meeting ("Update 2015-15"), which require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. Debt issuance costs related to line-of-credit arrangements may be presented as an asset regardless of whether there are any outstanding borrowings on the arrangement. We adopted Update 2015-03 and Update 2015-15 on a retrospective basis effective January 1, 2016. Accordingly, all debt issuance costs, except for the balance related to our line-of-credit arrangement, were presented as a deduction from the carrying amount of the related debt liability on our consolidated balance sheet for all periods presented. As a result of retrospective application, we reclassified debt issuance costs of $26.5 million on our consolidated balance sheet as of December 31, 2015. There is no impact to the manner in which debt issuance costs are amortized in our consolidated financial statements.

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



## 2. 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, 2016 and 2015 (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, 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><tr><td>As of December 31, 2015</td><td></td><td></td><td></td><td></td></tr><tr><td>Supplemental executive retirement plan assets</td><td>$ 33.1</td><td>$ —</td><td>$ —</td><td>$ 33.1</td></tr><tr><td>Total financial assets</td><td>33.1</td><td>—</td><td>—</td><td>33.1</td></tr><tr><td>Derivatives, net</td><td>—</td><td>(19.7)</td><td>—</td><td>(19.7)</td></tr><tr><td>Total financial liabilities</td><td>$ —</td><td>$ (19.7)</td><td>$ —</td><td>$ (19.7)</td></tr></table>

## Supplemental Executive Retirement Plans

Our Ensco supplemental executive retirement plans (the "SERP") 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, 2016 and 2015. The fair value measurements of assets held in the SERP were based on quoted market prices. Net unrealized gains of $1.8 million, $700,000 and $2.3 million from marketable securities held in our SERP were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively.

## Derivatives

Our derivatives were measured at fair value on a recurring basis using Level 2 inputs as of December 31, 2016 and 2015. See "Note 5 - 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, 2016 and 2015 were as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">December 31, 2016</td><td colspan="3">December 31, 2015</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>$     480.2</td><td>$     485.0</td><td>$     566.4</td><td>$     510.2</td><td></td><td></td></tr><tr><td>6.875% Senior notes due 2020</td><td>735.9</td><td>727.5</td><td>990.9</td><td>850.5</td><td></td><td></td></tr><tr><td>4.70% Senior notes due 2021</td><td>674.4</td><td>658.9</td><td>1,476.7</td><td>1,254.0</td><td></td><td></td></tr><tr><td>3.00% Exchangeable senior notes due 2024 (1)</td><td>604.3</td><td>874.7</td><td>—</td><td>—</td><td></td><td></td></tr><tr><td>4.50% Senior notes due 2024</td><td>618.6</td><td>536.0</td><td>619.7</td><td>417.4</td><td></td><td></td></tr><tr><td>5.20% Senior notes due 2025</td><td>662.8</td><td>582.3</td><td>692.5</td><td>505.2</td><td></td><td></td></tr><tr><td>7.20% Debentures due 2027</td><td>149.2</td><td>138.7</td><td>149.1</td><td>133.5</td><td></td><td></td></tr><tr><td>7.875% Senior notes due 2040</td><td>378.3</td><td>270.6</td><td>379.8</td><td>244.0</td><td></td><td></td></tr><tr><td>5.75% Senior notes due 2044</td><td>970.8</td><td>728.0</td><td>993.5</td><td>707.1</td><td></td><td></td></tr><tr><td>Total</td><td>$     5,274.5</td><td>$     5,001.7</td><td>$     5,868.6</td><td>$     4,621.9</td><td></td><td></td></tr></table>

Our 2024 Convertible Notes were issued with a conversion feature. The 2024 Convertible Notes were separated into their liability and equity components on our consolidated balance sheet. The equity component was initially recorded to additional paid-in capital and as a debt discount, which will be amortized to interest expense. Excluding the unamortized discount, the carrying value of the 2024 Convertible Notes was $830.1 million as of December 31, 2016. See "Note 4 - Debt" for additional information on this issuance.

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, 2015 to December 31, 2016 is primarily due to debt repurchases as discussed in "Note 4 - 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, 2016 and 2015.

## 3. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Drilling rigs and equipment</td><td>$ 11,067.4</td><td>$ 11,001.8</td></tr><tr><td>Other</td><td>180.8</td><td>180.0</td></tr><tr><td>Work in progress</td><td>1,744.3</td><td>1,537.6</td></tr><tr><td></td><td>$ 12,992.5</td><td>$ 12,719.4</td></tr></table>

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. ENSCO DS-9, ENSCO 140 and ENSCO 141 have been delivered by their respective shipyards but not yet placed into service as of December 31, 2016.



Work in progress as of December 31, 2015 primarily consisted of $1.1 billion related to the construction of ultra-deepwater drillships ENSCO DS-9 and ENSCO DS-10, $259.8 million related to the construction of ENSCO 140 and ENSCO 141 premium jackup rigs and $71.1 million related to the construction of ENSCO 123, an ultra-premium harsh environment jackup rig.

## Impairment of Long-Lived Assets

During 2015, we recorded a pre-tax, non-cash loss on impairment of long-lived assets of $2,618.9 million, of which $2,470.3 million was included in (loss) income from continuing operations and $148.6 million was included in loss from discontinued operations, net, in our consolidated statement of operations. During 2014, we recorded a pre-tax, non-cash loss on impairment of long-lived assets of $2,463.1 million, of which $1,220.8 million was included in (loss) income from continuing operations and $1,242.3 million was included in loss from discontinued operations, net, in our consolidated statement of operations.

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. Beginning in 2014, Brent crude oil prices declined significantly from over $100 per barrel to $55 per barrel at December 31, 2014 and $35 per barrel at December 31, 2015. These prices resulted in significant capital spending reductions by our customers. Customers began delaying drilling programs and exploring subletting opportunities for contracted rigs thereby exacerbating supply pressure. In addition, certain customers requested contract concessions or terminated drilling contracts altogether. The significant supply and demand imbalance was anticipated to be adversely impacted by future newbuild deliveries, program delays and lower capital spending by operators. These adverse changes resulted in the deterioration of our forecasted day rates and utilization during the respective prior year periods. As a result, we concluded that triggering events had occurred during both 2014 and 2015.

For rigs whose carrying values were determined not to be recoverable, 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, both of which were impacted by the adverse changes in the business environment. The forecasted market day rates were depressed in the near term but were forecasted to grow in the longer-term and terminal period. Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, adjusted for an estimated inflation factor. Capital requirements were based on our estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements included cash outflows to maintain the current operating condition of our rigs through their remaining useful lives.

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.



## 4. DEBT

The carrying value of our long-term debt as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 480.2</td><td>$ 566.4</td></tr><tr><td>6.875% Senior notes due 2020</td><td>735.9</td><td>990.9</td></tr><tr><td>4.70% Senior notes due 2021</td><td>674.4</td><td>1,476.7</td></tr><tr><td>3.00% Exchangeable senior notes due 2024</td><td>604.3</td><td>—</td></tr><tr><td>4.50% Senior notes due 2024</td><td>618.6</td><td>619.7</td></tr><tr><td>5.20% Senior notes due 2025</td><td>662.8</td><td>692.5</td></tr><tr><td>7.20% Senior notes due 2027</td><td>149.2</td><td>149.1</td></tr><tr><td>7.875% Senior notes due 2040</td><td>378.3</td><td>379.8</td></tr><tr><td>5.75% Senior notes due 2044</td><td>970.8</td><td>993.5</td></tr><tr><td>Total Debt</td><td>5,274.5</td><td>5,868.6</td></tr><tr><td>Less current maturities</td><td>(331.9)</td><td>—</td></tr><tr><td>Total long-term debt</td><td>$ 4,942.6</td><td>$ 5,868.6</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 January 31 and July 31 of each year commencing on July 31, 2017. 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, regardless of the foregoing circumstances. The initial exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an initial 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 accrued as of December 31, 2016, were $822.8 million.

Holders may exchange their notes at their option at any time prior to July 31, 2023 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2017, if the last reported sale price of our Class A ordinary shares for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable exchange price on each of such 20 trading days; (ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2024 Convertible Notes) per $1,000 principal amount of 2024 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A ordinary shares and the applicable exchange rate on each such trading day; (iii) upon the occurrence of specified corporate events; or (iv) if Ensco Jersey Finance Limited calls any or all of the 2024 Convertible Notes for redemption in the event of certain tax law changes, at any time prior to the close of business on the business day immediately preceding the redemption date. As of December 31, 2016, none of the conditions allowing holders of the 2024 Convertible Notes to convert had been met.



If a fundamental change (as defined in the indenture for the 2024 Convertible Notes) occurs, holders of the 2024 Convertible Notes may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding the repurchase date.

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 using the effective interest method and, together with the coupon interest, results 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 using the effective interest method 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, 2016, the 2024 Convertible Notes consist of the following (in millions):

<table><tr><td colspan="3">Liability component:</td></tr><tr><td>Principal</td><td>$     849.5</td><td></td></tr><tr><td>Less: Unamortized debt discount and issuance costs</td><td>(245.2)</td><td></td></tr><tr><td>Net carrying amount</td><td>$     604.3</td><td></td></tr><tr><td>Equity component, net</td><td>$     220.0</td><td></td></tr></table>

For 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

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, 2024 Notes, 2025 Notes and 2044 Notes, the "Senior Notes"). Ensco 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 2024 Notes, 2025 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 2024 Notes and 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 2024 Notes, 2025 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, Ensco International Incorporated issued $150.0 million of unsecured 7.20% Debentures due November 15, 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually in May and November. 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.



During 2016, we launched cash tender offers (the "Tender Offers") to repurchase up to $750 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 our outstanding debt for an aggregate purchase price of $241.6 million.

Our tender offers and open market repurchases during the year ended December 31, 2016 were as follows (in millions, except percentages):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price</td><td>Discount %</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 62.0</td><td>$ 55.7</td><td>10.2%</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td><td>17.2%</td></tr><tr><td>4.70% Senior notes due 2021</td><td>817.0</td><td>609.0</td><td>25.5%</td></tr><tr><td>4.50% Senior notes due 2024</td><td>1.7</td><td>0.9</td><td>47.1%</td></tr><tr><td>5.20% Senior notes due 2025</td><td>30.7</td><td>16.8</td><td>45.3%</td></tr><tr><td>Total</td><td>$ 1,130.6</td><td>$ 863.9</td><td>23.6%</td></tr></table>

During the year ended December 31, 2016, we recognized pre-tax gains from debt extinguishment of $279.0 million included in other, net, in our consolidated statements of operations related to the Tender Offers and open market repurchases, net of discounts, premiums, debt issuance costs and 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.

## Exchange Offers

In January 2017, we completed exchange offers (the "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 \( ^{(1)} \)</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>

(1) As of December 31, 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.



During the first quarter, we expect to recognize a pre-tax loss on the Exchange Offers of approximately $6.0 million, net of premiums and transaction costs.

## Redemption of 2016 Senior Notes and U.S. Maritime Administration Obligations

During 2011, we issued $1.0 billion of 3.25% senior notes due 2016 (the “2016 Notes”). During 2015, through the combination of a cash tender offer and subsequent redemption, we utilized a portion of the net proceeds from the 2025 Notes and New 2044 Notes to retire the 2016 Notes, and we recorded a pre-tax loss on debt extinguishment of $30.4 million, net of discounts and unamortized debt issuance costs, included in other, net, in our consolidated statement of operations.

During 2015, we used the remaining net proceeds from the 2025 Notes and New 2044 Notes, together with cash on hand, to redeem the remaining $65.3 million outstanding on our 4.33% U.S. Maritime Administration notes due 2016 and 4.65% U.S. Maritime Administration bonds due 2020. We incurred additional losses on debt extinguishment of $3.1 million, which were included in other, net, in our consolidated statement of operations.

## Revolving Credit

We have a $2.25 billion senior unsecured revolving credit facility with a syndicate of banks to be used for general corporate purposes with a term expiring on September 30, 2019 (the "Credit Facility"). During 2016, we extended the maturity of $1.13 billion of the $2.25 billion commitment for one year to September 30, 2020.

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 $2.25 billion commitment, which is also based on our credit ratings.

In February 2016, Moody's announced a downgrade of our credit rating to B1, and in December, Standard & Poor's downgraded our credit rating to BB, which are both ratings below investment grade. The first rating action resulted in the highest applicable margin rates and commitment fees under the Credit Facility, and as a result, the second rating action had no effect on our current costs of borrowing. The applicable margin rates are 0.50% per annum for Base Rate advances and 1.50% per annum for LIBOR advances. Also, our quarterly commitment fee is 0.225% per annum on the undrawn portion of the $2.25 billion commitment.

The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60%. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens; 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; and entering into certain transactions with affiliates. We have the right, subject to receipt of commitments from new or existing lenders, to increase the commitments under the Credit Facility by an amount not to exceed $500 million and to extend the maturity of the commitments under the Credit Facility by one additional year.

As of December 31, 2016, 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, 2016 and 2015.

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. With a credit rating below investment grade, we have no access to the commercial paper market.



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

<table><tr><td></td><td>Original Principal</td><td>2016 Tenders and Repurchases</td><td>2016 Debt to Equity Exchange</td><td>Principal Outstanding at December 31, 2016 \( ^{(1)} \)</td><td>2017 Exchange Offers \( ^{(2)} \)</td><td>Remaining Principal</td></tr><tr><td>8.50% Senior notes due 2019</td><td>$ 500.0</td><td>$ (62.0)</td><td>$ —</td><td>$ 438.0</td><td>$ (145.8)</td><td>$ 292.2</td></tr><tr><td>6.875% Senior notes due 2020</td><td>900.0</td><td>(219.2)</td><td>—</td><td>680.8</td><td>(129.8)</td><td>551.0</td></tr><tr><td>4.70% Senior notes due 2021</td><td>1,500.0</td><td>(817.0)</td><td>—</td><td>683.0</td><td>(373.9)</td><td>309.1</td></tr><tr><td>3.00% Senior notes due 2024</td><td>849.5</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>4.50% Senior notes due 2024</td><td>625.0</td><td>(1.7)</td><td>—</td><td>623.3</td><td>—</td><td>623.3</td></tr><tr><td>8.00% Senior notes due 2024</td><td>—</td><td>—</td><td>—</td><td>—</td><td>332.0</td><td>332.0</td></tr><tr><td>5.20% Senior notes due 2025</td><td>700.0</td><td>(30.7)</td><td>—</td><td>669.3</td><td>—</td><td>669.3</td></tr><tr><td>7.20% Senior notes due 2027</td><td>150.0</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>150.0</td></tr><tr><td>7.875% Senior notes due 2040</td><td>300.0</td><td>—</td><td>—</td><td>300.0</td><td>—</td><td>300.0</td></tr><tr><td>5.75% Senior notes due 2044</td><td>1,025.0</td><td>—</td><td>(24.5)</td><td>1,000.5</td><td>—</td><td>1,000.5</td></tr><tr><td>Total</td><td>$ 6,549.5</td><td>$ (1,130.6)</td><td>$ (24.5)</td><td>$ 5,394.4</td><td>$ (317.5)</td><td>$ 5,076.9</td></tr></table>

(1) The aggregate principal amount outstanding as of December 31, 2016 excludes net unamortized discounts and debt issuance costs of $119.9 million.

(2) As of December 31, 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of long-term debt on our consolidated balance sheet.

## Interest Expense

Interest expense totaled $228.8 million, $216.3 million and $161.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, which was net of interest amounts capitalized of $45.7 million, $87.4 million and $78.2 million in connection with newbuild rig construction and other capital projects.

## 5. 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 2 - Fair Value Measurements" for additional information on the fair value measurement of our derivatives.

As of December 31, 2016 and 2015, our consolidated balance sheets included net foreign currency derivative liabilities of $8.8 million and $19.7 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, 2016 and 2015 consisted of the following (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">Derivative Assets</td><td colspan="2">Derivative Liabilities</td></tr><tr><td>2016</td><td>2015</td><td></td><td>2016</td><td>2015</td></tr><tr><td>Derivatives Designated as Hedging Instruments</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency forward contracts - current \( ^{(1)} \)</td><td>$ 4.1</td><td>$ 0.6</td><td>$ 11.4</td><td>$ 20.7</td><td></td></tr><tr><td>Foreign currency forward contracts - non-current \( ^{(2)} \)</td><td>.2</td><td>.2</td><td>.8</td><td>1.5</td><td></td></tr><tr><td></td><td>4.3</td><td>.8</td><td>12.2</td><td>22.2</td><td></td></tr><tr><td>Derivatives not Designated as Hedging Instruments</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency forward contracts - current \( ^{(1)} \)</td><td>.4</td><td>2.6</td><td>1.3</td><td>.9</td><td></td></tr><tr><td></td><td>.4</td><td>2.6</td><td>1.3</td><td>.9</td><td></td><td></td></tr><tr><td>Total</td><td>$ 4.7</td><td>$ 3.4</td><td>$ 13.5</td><td>$ 23.1</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, 2016, we had cash flow hedges outstanding to exchange an aggregate $180.9 million for various foreign currencies, including $82.2 million for British pounds, $38.4 million for Australian dollars, $28.3 million for euros, $19.4 million for Brazilian reais, $9.1 million for Singapore dollars and $3.5 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, 2016 were as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="3">Loss Recognized in Other Comprehensive Income (“OCI”) on Derivatives (Effective Portion)</td><td colspan="3">(Loss) Gain Reclassified from AOCI into Income (Effective Portion) \( ^{(1)} \)</td><td colspan="3">Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) \( ^{(2)} \)</td></tr><tr><td>2016</td><td>2015</td><td>2014</td><td>2016</td><td>2015</td><td>2014</td><td>2016</td><td>2015</td><td></td></tr><tr><td>Interest rate lock contracts \( ^{(3)} \)</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ (2)</td><td>$ (6)</td><td>$ (4)</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Foreign currency forward contracts \( ^{(4)} \)</td><td>(5.4)</td><td>(23.6)</td><td>(11.7)</td><td>(12.2)</td><td>(21.6)</td><td>1.3</td><td>1.9</td><td>(.1)</td><td>(.7)</td></tr><tr><td>Total</td><td>$ (5.4)</td><td>$ (23.6)</td><td>$ (11.7)</td><td>$ (12.4)</td><td>$ (22.2)</td><td>$ .9</td><td>$ 1.9</td><td>$ (.1)</td><td>(.7)</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, 2016, $13.1 million of losses were reclassified from AOCI into contract drilling expense and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended December 31, 2015, $22.5 million of losses were reclassified from AOCI into contract drilling expense and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended December 31, 2014, $400,000 of gains were reclassified from AOCI into contract drilling and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations.

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, 2016, we held derivatives not designated as hedging instruments to exchange an aggregate $136.2 million for various foreign currencies, including $79.5 million for euros, $13.5 million for Swiss francs, $22.9 million for Indonesian rupiah, $11.3 million for British pounds and $9.0 million for other currencies.

Net losses of $7.0 million, $17.3 million and $24.8 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, 2016, 2015 and 2014, respectively.

As of December 31, 2016, the estimated amount of net losses 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 losses to be reclassified to contract drilling expense</td><td>$ (5.0)</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 losses to be reclassified to earnings</td><td>$ (4.5)</td></tr></table>



## 6. SHAREHOLDERS' EQUITY

Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2016 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, 2013</td><td>239.6</td><td>$ 24.1</td><td>$ 5,467.2</td><td>$ 7,327.3</td><td>$ 18.2</td><td>$ (45.2)</td><td>$ 7.3</td></tr><tr><td>Net (loss) income</td><td>—</td><td>—</td><td>—</td><td>(3,902.6)</td><td>—</td><td>—</td><td>14.1</td></tr><tr><td>Dividends paid</td><td>—</td><td>—</td><td>—</td><td>(704.3)</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>(13.5)</td></tr><tr><td>Shares issued under share-based compensation plans, net</td><td>1.0</td><td>.1</td><td>.4</td><td>—</td><td>—</td><td>(.1)</td><td>—</td></tr><tr><td>Tax benefit from share-based compensation</td><td>—</td><td>—</td><td>1.2</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>(13.7)</td><td>—</td></tr><tr><td>Share-based compensation cost</td><td>—</td><td>—</td><td>48.7</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>(6.3)</td><td>—</td><td>—</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) income</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 on 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 income</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>Contributions from noncontrolling interests</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1.0</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>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></table>



On April 20, 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share, inclusive of shares purchased under an underwriters' option. 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 78.5 million Class A ordinary shares (or 157.1 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue) for a period up to the conclusion of our 2017 annual general meeting (or, if earlier, at the close of business on August 23, 2017). As of December 31, 2016, there had been 2.0 million shares issued under this authority.

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, 2016, there had been no share repurchases under this program.

## 7. 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, 27.5 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, 2016, there were 16.0 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.

## Non-Vested Share Awards and Units

Grants of non-vested share awards and non-vested share units (including certain share units to be settled in cash, collectively the "share 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 2016, we granted 3.4 million non-vested share units to our employees pursuant to the 2012 Long-Term Incentive Plan, which will be settled in cash upon vesting, and an additional 1.1 million non-vested share awards that will be settled in shares. 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 non-vested share awards and non-vested share units 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 non-vested share units 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. The amount of compensation cost recognized in our consolidated statement of operations is based on the share awards ultimately expected to vest and, therefore, reduced for estimated forfeitures.



The following table summarizes the share awards compensation expense recognized during each of the years in the three-year period ended December 31, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Contract drilling</td><td>$ 19.9</td><td>$ 19.5</td><td>$ 20.9</td></tr><tr><td>General and administrative</td><td>16.6</td><td>17.8</td><td>20.7</td></tr><tr><td>Share award compensation expense included in operating expenses</td><td>36.5</td><td>37.3</td><td>41.6</td></tr><tr><td>Tax benefit</td><td>(5.9)</td><td>(4.8)</td><td>(5.1)</td></tr><tr><td>Total share award compensation expense included in net income</td><td>$ 30.6</td><td>$ 32.5</td><td>$ 36.5</td></tr></table>

The following table summarizes the value of share awards granted and vested during each of the years in the three-year period ended December 31, 2016:

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Weighted-average grant-date fair value of share awards granted (per share)</td><td>$ 9.84</td><td>$ 23.95</td><td>$ 51.22</td></tr><tr><td>Total fair value of share awards vested during the period (in millions)</td><td>$ 8.8</td><td>$ 18.0</td><td>$ 46.2</td></tr></table>

The following table summarizes share awards activity for the year ended December 31, 2016 (shares in thousands):

<table><tr><td></td><td>Shares</td><td>Weighted-Average Grant-Date Fair Value</td></tr><tr><td>Share awards as of December 31, 2015</td><td>3,143</td><td>$ 36.46</td></tr><tr><td>Granted</td><td>4,542</td><td>9.84</td></tr><tr><td>Vested</td><td>(935)</td><td>40.28</td></tr><tr><td>Forfeited</td><td>(618)</td><td>20.13</td></tr><tr><td>Share awards as of December 31, 2016</td><td>6,132</td><td>$ 17.85</td></tr></table>

As of December 31, 2016, there was $84.7 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

Share option awards ("options") granted to officers and 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 the seventh anniversary of the date of grant. Options granted to non-employee directors are immediately exercisable and, to the extent not exercised, expire on the seventh 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, 2016, options granted to purchase 282,233 shares with a weighted-average exercise price of $41.34 were outstanding under the 2012 LTIP and predecessor or acquired plans. No options have been granted since 2011, and there were no unrecognized compensation costs related to options as of December 31, 2016.

## Performance Awards

Under the 2012 LTIP, performance awards may be issued to our senior executive officers. Performance awards granted during 2014, 2015 and 2016 are payable in Ensco shares upon attainment 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.



Performance awards generally vest at the end of a three-year measurement period based on attainment of performance goals. Our performance awards 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 2016, 2015 and 2014 totaled $6.1 million, $8.3 million and $7.4 million, respectively. The aggregate fair value of performance awards vested during 2016, 2015 and 2014 totaled $2.8 million, $4.6 million and $6.9 million, respectively.

During the years ended December 31, 2016, 2015 and 2014, we recognized $3.1 million, $2.9 million and $3.4 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, 2016, there was $7.9 million of total unrecognized compensation cost related to unvested performance awards, which is expected to be recognized over a weighted-average period of 1.9 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 $16.7 million, $18.9 million and $20.7 million for the years ended December 31, 2016, 2015 and 2014, 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, $27.5 million and $30.7 million for the years ended December 31, 2016, 2015 and 2014, 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.

## 8. 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.

At the beginning of 2015, our goodwill balance was $276.1 million, net of accumulated impairment of $2,997.9 million. 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. During 2014, we recorded a non-cash loss on impairment of $2,997.9 million for the Floaters reporting unit, which was included in loss on impairment in our consolidated statement of operations.

As part of our annual goodwill impairment test, beginning in 2014, we considered the decline in Brent crude oil prices, which resulted in significant capital spending reductions by our customers and resulted in the deterioration



of our forecasted day rates and utilization. Additionally, during the latter half of 2014 and into 2015, our stock price declined significantly from above $50 in early 2014 down to $35 at the end of 2014 and ending 2015 below $15.

We considered the deterioration in our forecasted day rates and utilization, the sustained decline in our stock price and our asset impairment charges on certain rigs, and we concluded it was more-likely-than-not that the fair values of our reporting units were less than their carrying amounts.

During 2014, we concluded that the declining market conditions and asset impairments on older, less capable floaters indicated that the Floaters reporting unit was less than its carrying amount. Our qualitative assessment of our Jackups reporting unit indicated that the fair value significantly exceeded its carrying amount. During 2015, in light of further declining market conditions and more pervasive asset impairments, we concluded that both the Floaters and Jackups reporting units were less than their carrying amounts.

During 2014, we estimated the fair value of our Floaters reporting unit using a blended income and market approach. During 2015, we estimated the fair values of each reporting unit using an income approach. Due to volatile market conditions, we concluded that the income approach provided a better estimate of fair value compared to other valuation approaches.

The income approach was based on a discounted cash flow model, which utilized present values of cash flows to estimate fair value and was based on unobservable inputs that require significant judgments for which there is 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, both of which were impacted by the adverse changes in the business environment. The day rates reflected contracted rates during the respective contracted periods and our estimate of market day rates in uncontracted periods. The forecasted market day rates were depressed in the near term but were forecasted to grow in the longer-term and terminal period.

Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, adjusted for an estimated inflation factor. Capital requirements in the discounted cash flow model were based on our estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements included cash outflows for new rig construction and cash outflows to maintain the current operating condition of our rigs through their remaining useful lives.

A terminal period was used to reflect our estimate of stable, perpetual growth. The terminal period reflected a growth rate of 3.0%, which included an estimated inflation factor. The future cash flows were discounted using a market-participant risk-adjusted weighted-average cost of capital of 11.5% and 11.0% for the assessments performed at December 31, 2015 and December 31, 2014, respectively. These assumptions were derived from unobservable inputs and reflect our judgments and assumptions.

We evaluated the estimated fair value of our reporting units compared to our market capitalization. The aggregate fair values of our reporting units exceeded our market capitalization, and we concluded that the resulting implied control premiums were reasonable based on recent market transactions within our industry or other relevant benchmark data.

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. All of our goodwill was impaired as of December 31, 2015.



## 9. INCOME TAXES

We generated losses of $151.6 million, $578.2 million and $460.3 million from continuing operations before income taxes in the U.S. and profits of $1.1 billion and losses of $893.0 million and $2.1 billion from continuing operations before income taxes in non-U.S. countries for the years ended December 31, 2016, 2015 and 2014, 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, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Current income tax (benefit) expense:</td><td></td><td></td><td></td></tr><tr><td>U.S.</td><td>$ (6.6)</td><td>$ 18.7</td><td>$ 114.8</td></tr><tr><td>Non-U.S.</td><td>86.4</td><td>125.4</td><td>149.2</td></tr><tr><td></td><td>79.8</td><td>144.1</td><td>264.0</td></tr><tr><td>Deferred income tax expense (benefit):</td><td></td><td></td><td></td></tr><tr><td>U.S.</td><td>15.9</td><td>(180.4)</td><td>(86.7)</td></tr><tr><td>Non-U.S.</td><td>12.8</td><td>22.4</td><td>(36.8)</td></tr><tr><td></td><td>28.7</td><td>(158.0)</td><td>(123.5)</td></tr><tr><td>Total income tax expense (benefit)</td><td>$ 108.5</td><td>$ (13.9)</td><td>$ 140.5</td></tr></table>

## Deferred Taxes

The following table summarizes significant components of deferred income tax assets (liabilities) as of December 31, 2016 and 2015 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Net operating loss carryforwards</td><td>$ 197.9</td><td>$ 228.7</td></tr><tr><td>Foreign tax credits</td><td>91.7</td><td>84.1</td></tr><tr><td>Premiums on long-term debt</td><td>57.4</td><td>86.0</td></tr><tr><td>Deferred revenue</td><td>55.7</td><td>77.7</td></tr><tr><td>Employee benefits, including share-based compensation</td><td>30.6</td><td>40.5</td></tr><tr><td>Other</td><td>32.5</td><td>20.5</td></tr><tr><td>Total deferred tax assets</td><td>465.8</td><td>537.5</td></tr><tr><td>Valuation allowance</td><td>(238.8)</td><td>(266.4)</td></tr><tr><td>Net deferred tax assets</td><td>227.0</td><td>271.1</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Property and equipment</td><td>(103.3)</td><td>(97.1)</td></tr><tr><td>Intercompany transfers of property</td><td>(18.9)</td><td>(21.2)</td></tr><tr><td>Deferred costs</td><td>(11.4)</td><td>(15.3)</td></tr><tr><td>Other</td><td>(23.6)</td><td>(25.8)</td></tr><tr><td>Total deferred tax liabilities</td><td>(157.2)</td><td>(159.4)</td></tr><tr><td>Net deferred tax asset</td><td>$ 69.8</td><td>$ 111.7</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, 2016, we had deferred tax assets of $91.7 million for U.S. foreign tax credits (“FTC”) and $197.9 million related to $802.1 million of net operating loss (“NOL”) carryforwards, which can be used to reduce our income taxes payable in future years. The FTC expire between 2022 and 2036. NOL carryforwards, which were generated in various jurisdictions worldwide, include $406.9 million that do not expire and $395.2 million that will expire, if not utilized, beginning in 2017 through 2026. Due to the uncertainty of realization, we have a $221.7 million valuation allowance on FTC and NOL carryforwards.

## Effective Tax Rate

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, 2016, differs from the U.K. statutory income tax rate as follows:

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>U.K. statutory income tax rate</td><td>20.0%</td><td>20.2%</td><td>21.5%</td></tr><tr><td>Non-U.K. taxes</td><td>(7.9)</td><td>(12.3)</td><td>(1.3)</td></tr><tr><td>Debt repurchases</td><td>(4.1)</td><td>—</td><td>—</td></tr><tr><td>Goodwill and asset impairments</td><td>—</td><td>(4.0)</td><td>(25.3)</td></tr><tr><td>Valuation allowance</td><td>2.6</td><td>(1.5)</td><td>(1.1)</td></tr><tr><td>Other</td><td>.3</td><td>(1.5)</td><td>.7</td></tr><tr><td>Effective income tax rate</td><td>10.9%</td><td>.9%</td><td>(5.5)%</td></tr></table>

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.



Our consolidated effective income tax rate for 2014 includes the impact of various discrete tax items, including the recognition of a net $18.4 million tax expense associated with liabilities for unrecognized tax benefits and other adjustments relating to prior years and a $16.4 million tax benefit associated with rig impairments. In addition, we recognized a net $41.4 million tax benefit in connection with the utilization of foreign tax credits that were previously subject to a valuation allowance.

Excluding the impact of the aforementioned discrete tax items, our consolidated effective income tax rates for the years ended December 31, 2016, 2015 and 2014 were 20.3%, 16.0% and 10.7%, 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.

## Unrecognized Tax Benefits

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, 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. As of December 31, 2015, we had $140.6 million of unrecognized tax benefits, of which $119.3 million was included in other liabilities on our consolidated balance sheet and the remaining $21.3 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, $108.6 million of the $122.0 million unrecognized tax benefits as of December 31, 2016 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, 2016 and 2015 is as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Balance, beginning of year</td><td>$ 140.6</td><td>$ 134.4</td></tr><tr><td>Settlements with taxing authorities</td><td>(27.6)</td><td>(.6)</td></tr><tr><td>Decreases in unrecognized tax benefits as a result of tax positions taken during prior years</td><td>(.5)</td><td>(2.1)</td></tr><tr><td>Lapse of applicable statutes of limitations</td><td>(.2)</td><td>(5.6)</td></tr><tr><td>Increases in unrecognized tax benefits as a result of tax positions taken during prior years</td><td>4.9</td><td>15.7</td></tr><tr><td>Increases in unrecognized tax benefits as a result of tax positions taken during the current year</td><td>7.6</td><td>6.6</td></tr><tr><td>Impact of foreign currency exchange rates</td><td>(2.8)</td><td>(7.8)</td></tr><tr><td>Balance, end of year</td><td>$ 122.0</td><td>$ 140.6</td></tr></table>

Accrued interest and penalties totaled $26.6 million and $30.4 million as of December 31, 2016 and 2015, respectively, and were included in other liabilities on our consolidated balance sheets. We recognized a net benefit of $3.8 million and a net expense of $3.9 million and $9.2 million associated with interest and penalties during the years ended December 31, 2016, 2015 and 2014, respectively. Interest and penalties are included in current income tax expense in our consolidated statements of operations.

Our 2011 and subsequent years U.S. Federal tax returns remain subject to examination. 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 2016, 2015 and 2014, resulting in net income tax benefits, inclusive of interest and penalties, of $0.6 million, $7.6 million and $2.4 million, respectively.



Absent the commencement of examinations by tax authorities, statutes of limitations applicable to certain of our tax positions will lapse during 2017. Therefore, it is reasonably possible that our unrecognized tax benefits will decline during the next 12 months by $1.1 million, inclusive of $0.7 million of accrued interest and penalties, of which up to $1.1 million would impact our consolidated effective income tax rate if recognized.

## Intercompany Transfer of Drilling Rigs

During the three-year period ended December 31, 2016, we transferred ownership of certain drilling rigs among our subsidiaries, including five jackups and one drillship during 2016, one semisubmersible rig during 2015 and three jackups during 2014. There were no income tax liabilities or reversing temporary differences associated with the intercompany transfers of drilling rigs during these periods.

As of December 31, 2016 and 2015, the unamortized balance associated with deferred charges for income taxes incurred in connection with intercompany transfers of drilling rigs totaled $33.0 million and $37.1 million, respectively, and was included in other assets, net, on our consolidated balance sheets. Current income tax expense for the years ended December 31, 2016, 2015 and 2014 included $4.1 million, $2.6 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 and 2015, the unamortized balance associated with the deferred tax liability for reversing temporary differences of transferred drilling rigs totaled $18.9 million and $21.2 million, respectively, and was included in other liabilities on our consolidated balance sheets. Deferred income tax benefit for the years ended December 31, 2016, 2015 and 2014 included benefits of $2.3 million, $1.8 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.

As of December 31, 2016, the aggregate undistributed earnings of the subsidiaries for which we maintain a policy and intention to reinvest earnings indefinitely totaled $1.0 billion. Should we make a distribution from these subsidiaries in the form of dividends or otherwise, we would be subject to additional income taxes. The unrecognized deferred tax liability related to these undistributed earnings was not practicable to estimate as of December 31, 2016.

## 10. DISCONTINUED OPERATIONS

Our business strategy has been to focus on ultra-deepwater floater and premium jackup operations. We continually assess our rig portfolio and actively work with our rig broker to market certain rigs that no longer meet our standards for economic returns or are not part of our long-term strategic plan.

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 loss 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 six floaters and two jackups. ENSCO 5000, ENSCO 5001, ENSCO 5002, ENSCO 6000, ENSCO 7500, ENSCO DS-2, ENSCO 58 and ENSCO 90 were removed from our portfolio of rigs marketed for contract drilling services and were classified as held-for-sale. 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 and ENSCO 90 continue to be actively marketed for sale and were classified as held-for-sale on our December 31, 2016 consolidated balance sheet.

The following rig sales were included in discontinued operations during the three-year period ended December 31, 2016 (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 (Loss)/Gain</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>ENSCO 5000</td><td>December 2014</td><td>Floaters</td><td>1.3</td><td>.5</td><td>.8</td></tr><tr><td>ENSCO 93 \( ^{(3)} \)</td><td>September 2014</td><td>Jackups</td><td>51.7</td><td>52.9</td><td>(1.2)</td></tr><tr><td>ENSCO 85</td><td>April 2014</td><td>Jackups</td><td>64.4</td><td>54.1</td><td>10.3</td></tr><tr><td>ENSCO 69 &amp; Pride Wisconsin \( ^{(4)} \)</td><td>January 2014</td><td>Jackups</td><td>32.2</td><td>8.6</td><td>23.6</td></tr><tr><td></td><td></td><td></td><td>$ 159.9</td><td>$ 123.7</td><td>$ 36.2</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, 2016 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.

(3) 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 $1.2 million loss on sale was included in loss from discontinued operations, net, in our consolidated statement of operations for the year ended December 31, 2014.

(4) The net proceeds from the sale of ENSCO 69 and Pride Wisconsin were received in December 2013.



The following table summarizes income (loss) from discontinued operations for each of the years in the three-year period ended December 31, 2016 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Revenues</td><td>$ —</td><td>$ 19.5</td><td>$ 325.0</td></tr><tr><td>Operating expenses</td><td>3.1</td><td>39.5</td><td>372.0</td></tr><tr><td>Operating loss</td><td>(3.1)</td><td>(20.0)</td><td>(47.0)</td></tr><tr><td>Income tax (benefit) expense</td><td>(10.1)</td><td>(7.7)</td><td>30.7</td></tr><tr><td>Loss on impairment, net</td><td>—</td><td>(120.6)</td><td>(1,158.8)</td></tr><tr><td>Gain on disposal of discontinued operations, net</td><td>1.1</td><td>4.3</td><td>37.3</td></tr><tr><td>Income (loss) from discontinued operations</td><td>$ 8.1</td><td>$ (128.6)</td><td>$ (1,199.2)</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) and $1.2 billion (net of tax benefits of $83.5 million), for the years ended December 31, 2015 and 2014, respectively, 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 years ended December 31, 2015 and 2014, respectively. 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, 2016 and 2015 included $10.2 million and $12.6 million of discrete tax benefits, respectively.

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

## 11. COMMITMENTS AND CONTINGENCIES

## Leases

We are obligated under leases for certain of our offices and equipment. Rental expense relating to operating leases was $32.6 million, $50.9 million and $54.4 million during the years ended December 31, 2016, 2015 and 2014, respectively. Future minimum rental payments under our noncancellable operating lease obligations are as follows: $32.7 million during 2017; $24.2 million during 2018; $18.0 million during 2019; $10.6 million during 2020; $9.5 million during 2021 and $37.4 million thereafter.

## Capital Commitments

The following table summarizes the cumulative amount of contractual payments made as of December 31, 2016 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">2017</td><td colspan="2">2018</td><td colspan="2">2019</td><td>Total(2)</td></tr><tr><td>ENSCO DS-10 (3)</td><td>$</td><td>245.4</td><td>$</td><td>234.0</td><td>$</td><td>—</td><td>$</td><td>75.0</td><td>$ 554.4</td></tr><tr><td>ENSCO 123</td><td></td><td>57.5</td><td></td><td>8.0</td><td></td><td>215.3</td><td></td><td>—</td><td>280.8</td></tr><tr><td></td><td>$</td><td>302.9</td><td>$</td><td>242.0</td><td>$</td><td>215.3</td><td>$</td><td>75.0</td><td>$ 835.2</td></tr></table>

(1) Cumulative paid represents the aggregate amount of contractual payments made from commencement of the construction agreement through December 31, 2016.

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



(3) In January 2017, we reached an agreement with the shipyard constructing ENSCO DS-10 to further delay delivery and $75.0 million of the final milestone payment until the first quarter of 2019, or such earlier date as we may elect to take delivery.

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, the most recent of which commenced in early 2015 after media reports were released 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 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 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 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. Independent counsel has continued to provide the SEC and DOJ with updates throughout the investigation, including detailed briefings regarding its investigation and findings. On December 21, 2015, we entered into a one-year tolling agreement with the DOJ. On March 7, 2016, we entered into a one-year tolling agreement with the SEC.

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.



Outside of Petrobras’ allegations, we have not been contacted by any Brazil governmental authority regarding alleged wrongdoing by Pride or Ensco or any of their current or former employees related to this matter. We cannot predict whether any U.S., Brazilian or other governmental authority will seek to investigate 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 has 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, 2016. We have 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. We have also initiated separate arbitration proceedings in the U.K. against SHI for any losses we have incurred in connection with the foregoing. SHI subsequently filed a statement of defense disputing our claim. There can be no assurance as to how these arbitration proceedings will ultimately be resolved.

## Customer Dispute

A customer filed a lawsuit in Texas federal court against one of our subsidiaries claiming damages based on allegations that our subsidiary breached and was negligent in the performance of a drilling contract during the period beginning in mid-2011 through May 2012. The customer’s recently issued court documents allege damages totaling approximately $45 million. Although we are vigorously defending this lawsuit, we do not have sufficient information at this time to provide a reasonable estimate of potential liability, if any. As a result, there can be no assurance as to how this dispute will ultimately be resolved.

## Asbestos Litigation

We and certain subsidiaries are currently named as defendants, along with numerous third-party companies as co-defendants, in multi-party lawsuits filed in Mississippi and Louisiana by approximately 32 plaintiffs. The lawsuits seek an unspecified amount of monetary damages on behalf of individuals alleging personal injury or death, primarily under the Jones Act, purportedly resulting from exposure to asbestos on drilling rigs and associated facilities during the 1960s through the 1980s.

During 2013, we reached an agreement in principle with 58 plaintiffs to settle lawsuits filed in Mississippi for a nominal amount. The settlement documents for these lawsuits have been processed, and the cases have been dismissed.



We intend to vigorously defend against the remaining lawsuits and have filed responsive pleadings preserving all defenses and challenges to jurisdiction and venue. We expect final disposition of these lawsuits to be immaterial to our financial position, operating results and cash flows.

## 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 or 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, 2016 totaled $55.5 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, 2016, we had not been required to make collateral deposits with respect to these agreements.

## 12. SALE-LEASEBACK

During 2014, we sold jackup rigs ENSCO 83, ENSCO 89, ENSCO 93 and ENSCO 98, all of which were contracted to Pemex. We received proceeds of $211.8 million and incurred commissions and other incremental, direct costs of $5.3 million. The carrying value of these rigs was $169.6 million.

In connection with this sale, we executed charter agreements with the purchaser to continue operating the rigs for the remainder of the Pemex contracts. We accounted for the transaction as a sale-leaseback, whereby we retained a significant portion of the remaining use of the rigs as a result of the charter agreements.

We recorded an aggregate gain on sale of $7.5 million at the time of disposal, which represented the portion of the gain that exceeded the present value of payments due under the charter agreements, included in contract drilling expense in our consolidated statement of operations for the year ended December 31, 2014. The remaining $29.4 million gain was deferred and amortized to contract drilling expense within the Jackup segment over the remaining charter term of each rig. Of the $29.4 million deferred gain, $22.4 million and $7.0 million were recognized in contract drilling expense in our consolidated statements of operations for the years ended December 31, 2015 and December 31, 2014, respectively.

Due to our long-term charter agreements with the purchaser, ENSCO 83, ENSCO 89 and ENSCO 98 operating results for periods beginning after the date of sale (September 30, 2014) were included in income from continuing operations within the Other segment. Operating results for these rigs prior to September 30, 2014 were included in income from continuing operations within the Jackup segment.

The ENSCO 93 contract with Pemex ended in July 2015, less than one year from the date of sale. Therefore, our rig management operations following the sale did not constitute significant ongoing involvement. As a result, ENSCO 93 operating results were included in income (loss) from discontinued operations, net, in our consolidated statements of operations for the two-year period ended December 31, 2015. Additionally, the loss on sale of $1.2 million was included in loss from discontinued operations, net, in our consolidated statements of operations for the year ended December 31, 2014. The proceeds from the sale were included in investing activities of discontinued operations in our consolidated statement of cash flows for the year ended December 31, 2014. See "Note 10 - Discontinued Operations" for additional information.



## 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, 2016 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, 2016

<table><tr><td></td><td colspan="2">Floaters</td><td colspan="2">Jackups</td><td colspan="2">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>2,776.4</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><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><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>427.8</td><td>17.5</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>100.8</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>$</td></tr><tr><td>Property and equipment, net</td><td>$</td><td>8,300.4</td><td>$</td><td>2,561.0</td><td>$</td><td>—</td><td>$</td><td>10,861.4</td><td>$</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><td>$</td></tr><tr><td>Year Ended December 31, 2015</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></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>Operating Segments Total</td><td>Reconciling Items</td><td>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></tr><tr><td>Operating expenses</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>1,869.6</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>2,746.4</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>558.1</td><td>14.4</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>118.4</td><td>118.4</td></tr><tr><td>Operating (loss) income</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>$</td></tr><tr><td>Property and equipment, net</td><td>$</td><td>8,535.6</td><td>$</td><td>2,481.2</td><td>$</td><td>—</td><td>$</td><td>11,016.8</td><td>$</td></tr><tr><td>Capital expenditures</td><td>$</td><td>1,176.6</td><td>$</td><td>434.7</td><td>$</td><td>—</td><td>$</td><td>1,611.3</td><td>$</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>$ 2,697.6</td><td>$ 1,774.6</td><td>$ 92.3</td><td>$ 4,564.5</td><td>$ —</td><td>$ 4,564.5</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>1,201.2</td><td>807.4</td><td>68.3</td><td>2,076.9</td><td>—</td><td>—</td><td>2,076.9</td><td></td></tr><tr><td>Loss on impairment</td><td>3,982.3</td><td>236.4</td><td>—</td><td>4,218.7</td><td>—</td><td>—</td><td>4,218.7</td><td></td></tr><tr><td>Depreciation</td><td>358.1</td><td>171.2</td><td>—</td><td>529.3</td><td>8.6</td><td>8.6</td><td>537.9</td><td></td></tr><tr><td>General and administrative</td><td>—</td><td>—</td><td>—</td><td>—</td><td>131.9</td><td>131.9</td><td>131.9</td><td></td></tr><tr><td>Operating (loss) income</td><td>$ (2,844.0)</td><td>$ 559.6</td><td>$ 24.0</td><td>$ (2,260.4)</td><td>$ (140.5)</td><td>$ (2,400.9)</td><td></td><td></td></tr><tr><td>Property and equipment, net</td><td>$ 9,462.3</td><td>$ 2,995.3</td><td>$ —</td><td>$ 12,457.6</td><td>$ 77.2</td><td>$ 12,534.8</td><td></td><td></td></tr><tr><td>Capital expenditures</td><td>$ 855.5</td><td>$ 666.3</td><td>$ —</td><td>$ 1,521.8</td><td>$ 44.9</td><td>$ 1,566.7</td><td></td><td></td></tr></table>

Information about Geographic Areas

As of December 31, 2016, our Floaters segment consisted of seven drillships, nine dynamically positioned semisubmersible rigs and three moored semisubmersible rigs deployed in various locations. Additionally, our Floaters segment included one ultra-deepwater drillship under construction in South Korea and one dynamically positioned semisubmersible rig held-for-sale. Our Jackups segment consisted of 38 jackup rigs, of which 36 were deployed in various locations, one was under construction in Singapore and one was classified as held-for-sale.

As of December 31, 2016, 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>7</td><td>15</td></tr><tr><td>Europe &amp; the Mediterranean</td><td>6</td><td>11</td><td>17</td></tr><tr><td>Middle East &amp; Africa</td><td>1</td><td>11</td><td>12</td></tr><tr><td>Asia &amp; Pacific Rim</td><td>4</td><td>7</td><td>11</td></tr><tr><td>Asia &amp; Pacific Rim (under construction)</td><td>1</td><td>1</td><td>2</td></tr><tr><td>Held-For-Sale</td><td>1</td><td>1</td><td>2</td></tr><tr><td>Total</td><td>21</td><td>38</td><td>59</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 was as follows (in millions):

<table><tr><td rowspan="2"></td><td colspan="4">Long-lived Assets</td></tr><tr><td>2016</td><td>2015</td><td>2014</td><td></td></tr><tr><td>United States</td><td>$ 2,898.3</td><td>$ 4,731.8</td><td>$ 5,240.4</td><td></td></tr><tr><td>Spain</td><td>2,334.5</td><td>757.0</td><td>—</td><td></td></tr><tr><td>Singapore</td><td>1,388.4</td><td>832.9</td><td>126.7</td><td></td></tr><tr><td>Angola</td><td>821.7</td><td>1,471.1</td><td>1,913.5</td><td></td></tr><tr><td>United Kingdom</td><td>409.0</td><td>462.4</td><td>982.0</td><td></td></tr><tr><td>Brazil</td><td>187.4</td><td>210.8</td><td>1,459.0</td><td></td></tr><tr><td>Other countries</td><td>2,880.0</td><td>2,621.8</td><td>2,813.2</td><td></td></tr><tr><td>Total</td><td>$ 10,919.3</td><td>$ 11,087.8</td><td>$ 12,534.8</td><td></td></tr></table>

## 14. SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Balance Sheet Information

Accounts receivable, net, as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Trade</td><td>$ 358.4</td><td>$ 595.0</td></tr><tr><td>Other</td><td>24.5</td><td>16.3</td></tr><tr><td></td><td>382.9</td><td>611.3</td></tr><tr><td>Allowance for doubtful accounts</td><td>(21.9)</td><td>(29.3)</td></tr><tr><td></td><td>$ 361.0</td><td>$ 582.0</td></tr></table>

Other current assets as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Inventory</td><td>$ 225.2</td><td>$ 235.3</td></tr><tr><td>Deferred costs</td><td>32.4</td><td>52.1</td></tr><tr><td>Prepaid taxes</td><td>30.7</td><td>73.5</td></tr><tr><td>Prepaid expenses</td><td>7.9</td><td>20.5</td></tr><tr><td>Other</td><td>19.8</td><td>20.4</td></tr><tr><td></td><td>$ 316.0</td><td>$ 401.8</td></tr></table>

Other assets, net, as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Deferred tax assets</td><td>$ 69.3</td><td>$ 94.8</td></tr><tr><td>Deferred costs</td><td>35.7</td><td>55.8</td></tr><tr><td>Prepaid taxes on intercompany transfers of property</td><td>33.0</td><td>37.1</td></tr><tr><td>Supplemental executive retirement plan assets</td><td>27.7</td><td>33.1</td></tr><tr><td>Other</td><td>10.2</td><td>16.8</td></tr><tr><td></td><td>$ 175.9</td><td>$ 237.6</td></tr></table>



Accrued liabilities and other as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Personnel costs</td><td>$ 124.0</td><td>$ 161.6</td></tr><tr><td>Deferred revenue</td><td>116.7</td><td>197.2</td></tr><tr><td>Accrued interest</td><td>71.7</td><td>88.4</td></tr><tr><td>Taxes</td><td>40.7</td><td>70.8</td></tr><tr><td>Derivative liabilities</td><td>12.7</td><td>21.6</td></tr><tr><td>Other</td><td>10.8</td><td>11.3</td></tr><tr><td></td><td>$ 376.6</td><td>$ 550.9</td></tr></table>

Other liabilities as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Unrecognized tax benefits (inclusive of interest and penalties)</td><td>$ 142.9</td><td>$ 149.7</td></tr><tr><td>Deferred revenue</td><td>120.9</td><td>218.6</td></tr><tr><td>Supplemental executive retirement plan liabilities</td><td>28.9</td><td>34.4</td></tr><tr><td>Personnel costs</td><td>13.5</td><td>17.7</td></tr><tr><td>Other</td><td>16.3</td><td>28.8</td></tr><tr><td></td><td>$ 322.5</td><td>$ 449.2</td></tr></table>

Accumulated other comprehensive income as of December 31, 2016 and 2015 consisted of the following (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Derivative instruments</td><td>$ 13.6</td><td>$ 6.6</td></tr><tr><td>Currency translation adjustment</td><td>7.6</td><td>7.8</td></tr><tr><td>Other</td><td>(2.2)</td><td>(1.9)</td></tr><tr><td></td><td>$ 19.0</td><td>$ 12.5</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, 2016 was as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Repair and maintenance expense</td><td>$ 151.1</td><td>$ 270.1</td><td>$ 357.2</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, 2016 was as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>(Decrease) increase in liabilities</td><td>$ (316.6)</td><td>$ (379.2)</td><td>$ 208.2</td></tr><tr><td>Decrease (increase) in accounts receivable</td><td>222.3</td><td>269.5</td><td>(38.5)</td></tr><tr><td>Decrease (increase) in other assets</td><td>86.1</td><td>25.7</td><td>(76.4)</td></tr><tr><td></td><td>$ (8.2)</td><td>$ (84.0)</td><td>$ 93.3</td></tr></table>



During 2016, the net change in operating assets and liabilities increased by $75.8 million as compared to the prior year. The net change during 2016 was primarily due to a decline in liabilities related to lower operating levels across the fleet and the amortization of deferred revenue, mostly offset by a decline in accounts receivable due to lower revenues from contract drilling services and a decline in prepaid taxes and other assets due to collections during the year and amortization, respectively.

During 2015, the net change in operating assets and liabilities declined by $177.3 million as compared to the prior year. The net change during 2015 was primarily due to a decline in liabilities related to lower operating levels across the fleet and the amortization of deferred revenue, partially offset by a decline in accounts receivable due to lower revenues from contract drilling services.

Cash paid for interest and income taxes for each of the years in the three-year period ended December 31, 2016 was as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Interest, net of amounts capitalized</td><td>$ 264.8</td><td>$ 249.3</td><td>$ 170.0</td></tr><tr><td>Income taxes</td><td>56.4</td><td>97.3</td><td>218.2</td></tr></table>

Capitalized interest totaled $45.7 million, $87.4 million and $78.2 million during the years ended December 31, 2016, 2015 and 2014, respectively. Capital expenditure accruals totaling $11.5 million, $60.9 million and $137.2 million for the years ended December 31, 2016, 2015 and 2014, respectively, were excluded from investing activities in our consolidated statements of cash flows.

Amortization of assets and liabilities, net, included the amortization of debt premiums, intangibles, deferred charges for income taxes incurred on intercompany transfers of drilling rigs and certain other deferred costs.

## 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. During 2014 and 2015, we insured certain receivables deemed to have a higher credit risk. 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 5 - 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, 2016, 2015 and 2014 were as follows:

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Total \( ^{(1)} \)</td><td>13%</td><td>9%</td><td>9%</td></tr><tr><td>BP  \( ^{(2)} \)</td><td>12%</td><td>18%</td><td>16%</td></tr><tr><td>Petrobras \( ^{(3)} \)</td><td>9%</td><td>14%</td><td>9%</td></tr><tr><td>Other</td><td>66%</td><td>59%</td><td>66%</td></tr><tr><td></td><td>100%</td><td>100%</td><td>100%</td></tr></table>

(1) For the years ended December 31, 2016, 2015 and 2014, all Total revenues were attributable to the Floater segment.

(2) For the year ended December 31, 2016, 76%, 17% and 7% of the revenues provided by BP were attributable to our Floaters, Other and Jackups segments, respectively. For the years ended December 31, 2015 and 2014, 81% and 80% of the revenues provided by BP, respectively, were attributable to our Floaters segment and the remaining revenues were attributable to our Other segment.

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, 2016, 2015 and 2014, 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 for the years ended December 31, 2016, 2015 and 2014 were as follows (in millions):

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td></tr><tr><td>Angola \( ^{(1)} \)</td><td>$ 552.1</td><td>$ 586.5</td><td>$ 607.9</td></tr><tr><td>U.S. Gulf of Mexico \) ^{(2)}</td><td>531.7</td><td>1,151.5</td><td>1,712.4</td></tr><tr><td>Brazil \( ^{(3)} \)</td><td>298.0</td><td>468.5</td><td>459.1</td></tr><tr><td>United Kingdom \( ^{(4)} \)</td><td>246.2</td><td>400.7</td><td>406.2</td></tr><tr><td>Other</td><td>1,148.4</td><td>1,456.2</td><td>1,378.9</td></tr><tr><td></td><td>$ 2,776.4</td><td>$ 4,063.4</td><td>$ 4,564.5</td></tr></table>

(1) For the years ended December 31, 2016, 2015 and 2014, 87%, 88% and 100% of the revenues earned in Angola, respectively, were attributable to our Floaters segment with the remaining revenues attributable to our Jackups segment.

(2) For the years ended December 31, 2016, 2015 and 2014, 82%, 86% and 79% of the revenues earned in the U.S. Gulf of Mexico, respectively, were attributable to our Floaters segment. For the years ended December 31, 2016, 2015 and 2014, 7%, 9% and 18% of revenues were attributable to our Jackups segment.

(3) For the years ended December 31, 2016, 2015 and 2014, all revenues were attributable to our Floaters segment.

(4) For the years ended December 31, 2016, 2015 and 2014, all revenues were attributable to our Jackups segment.



## 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 $1.4 billion as of December 31, 2016. 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, 2016.

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, 2016; our condensed consolidating statements of comprehensive income for each of the years in the three-year period ended December 31, 2016; or our condensed consolidating balance sheets as of December 31, 2016 and 2015; and our condensed consolidating statements of cash flows for each of the years in the three-year period ended December 31, 2016, in accordance with Rule 3-10 of Regulation S-X.



## 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 (LOSS) INCOME</td><td>(35.6)</td><td>(17.8)</td><td>(.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>Enso 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>$ 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 (EXPENSE) INCOME, 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 (BENEFIT) EXPENSE</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 OPERATIONS
Year Ended December 31, 2014
(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>$ 34.5</td><td>$ 145.4</td><td>$ —</td><td>$ 4,683.0</td><td>$ (298.4)</td><td>$ 4,564.5</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>31.8</td><td>145.4</td><td>—</td><td>2,198.1</td><td>(298.4)</td><td>2,076.9</td></tr><tr><td>Loss on impairment</td><td>—</td><td>—</td><td>—</td><td>4,218.7</td><td>—</td><td>4,218.7</td></tr><tr><td>Depreciation</td><td>.2</td><td>7.6</td><td>—</td><td>530.1</td><td>—</td><td>537.9</td></tr><tr><td>General and administrative</td><td>52.0</td><td>.4</td><td>—</td><td>79.5</td><td>—</td><td>131.9</td></tr><tr><td>OPERATING LOSS</td><td>(49.5)</td><td>(8.0)</td><td>—</td><td>(2,343.4)</td><td>—</td><td>(2,400.9)</td></tr><tr><td>OTHER (EXPENSE) INCOME, NET</td><td>(67.0)</td><td>(43.3)</td><td>(54.7)</td><td>17.1</td><td>—</td><td>(147.9)</td></tr><tr><td>LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES</td><td>(116.5)</td><td>(51.3)</td><td>(54.7)</td><td>(2,326.3)</td><td>—</td><td>(2,548.8)</td></tr><tr><td>INCOME TAX (BENEFIT) EXPENSE</td><td>—</td><td>(44.9)</td><td>—</td><td>185.4</td><td>—</td><td>140.5</td></tr><tr><td>DISCONTINUED OPERATIONS, NET</td><td>—</td><td>—</td><td>—</td><td>(1,199.2)</td><td>—</td><td>(1,199.2)</td></tr><tr><td>EQUITY LOSS IN AFFILIATES, NET OF TAX</td><td>(3,786.1)</td><td>(3,651.0)</td><td>(3,744.3)</td><td>—</td><td>11,181.4</td><td>—</td></tr><tr><td>NET LOSS</td><td>(3,902.6)</td><td>(3,657.4)</td><td>(3,799.0)</td><td>(3,710.9)</td><td>11,181.4</td><td>(3,888.5)</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(14.1)</td><td>—</td><td>(14.1)</td></tr><tr><td>NET LOSS ATTRIBUTABLE TO ENSCO</td><td>$ (3,902.6)</td><td>$ (3,657.4)</td><td>$ (3,799.0)</td><td>$ (3,725.0)</td><td>$ 11,181.4</td><td>$ (3,902.6)</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>Enscople</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 (LOSS) INCOME, 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 LOSS
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 (LOSS) INCOME, 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 income</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 (LOSS) INCOME</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 STATEMENTS OF COMPREHENSIVE LOSS
Year Ended December 31, 2014
(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>$ (3,902.6)</td><td>$ (3,657.4)</td><td>$ (3,799.0)</td><td>$ (3,710.9)</td><td>$ 11,181.4</td><td>$ (3,888.5)</td></tr><tr><td>OTHER COMPREHENSIVE (LOSS) INCOME, 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>(11.7)</td><td>—</td><td>—</td><td>—</td><td>(11.7)</td></tr><tr><td>Reclassification of net losses on derivative instruments from other comprehensive income into net income</td><td>—</td><td>(.9)</td><td>—</td><td>—</td><td>—</td><td>(.9)</td></tr><tr><td>Other</td><td>—</td><td>—</td><td>—</td><td>6.3</td><td>—</td><td>6.3</td></tr><tr><td>NET OTHER COMPREHENSIVE (LOSS) INCOME</td><td>—</td><td>(12.6)</td><td>—</td><td>6.3</td><td>—</td><td>(6.3)</td></tr><tr><td>COMPREHENSIVE LOSS</td><td>(3,902.6)</td><td>(3,670.0)</td><td>(3,799.0)</td><td>(3,704.6)</td><td>11,181.4</td><td>(3,894.8)</td></tr><tr><td>COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>(14.1)</td><td>—</td><td>(14.1)</td></tr><tr><td>COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO</td><td>$ (3,902.6)</td><td>$ (3,670.0)</td><td>$ (3,799.0)</td><td>$ (3,718.7)</td><td>$ 11,181.4</td><td>$ (3,908.9)</td></tr></table>



ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
(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>$ 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>152.2</td><td>(889.9)</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>1,334.8</td><td>(889.9)</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>7,234.4</td><td>(15,239.2)</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 (DEFICIT)</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 BALANCE SHEETS
December 31, 2015
(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>$ 94.0</td><td>$ —</td><td>$ 2.0</td><td>$ 25.3</td><td>$ —</td><td>$ 121.3</td></tr><tr><td>Short-term investments</td><td>1,180.0</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,180.0</td></tr><tr><td>Accounts receivable, net</td><td>1.2</td><td>—</td><td>—</td><td>580.8</td><td>—</td><td>582.0</td></tr><tr><td>Accounts receivable from affiliates</td><td>808.7</td><td>237.3</td><td>—</td><td>148.1</td><td>(1,194.1)</td><td>—</td></tr><tr><td>Other</td><td>0.2</td><td>229.3</td><td>—</td><td>172.3</td><td>—</td><td>401.8</td></tr><tr><td>Total current assets</td><td>2,084.1</td><td>466.6</td><td>2.0</td><td>926.5</td><td>(1,194.1)</td><td>2,285.1</td></tr><tr><td>PROPERTY AND EQUIPMENT, AT COST</td><td>1.8</td><td>117.5</td><td>—</td><td>12,600.1</td><td>—</td><td>12,719.4</td></tr><tr><td>Less accumulated depreciation</td><td>1.8</td><td>47.7</td><td>—</td><td>1,582.1</td><td>—</td><td>1,631.6</td></tr><tr><td>Property and equipment, net</td><td>—</td><td>69.8</td><td>—</td><td>11,018.0</td><td>—</td><td>11,087.8</td></tr><tr><td>DUE FROM AFFILIATES</td><td>1,303.7</td><td>5,270.0</td><td>2,035.5</td><td>6,869.9</td><td>(15,479.1)</td><td>—</td></tr><tr><td>INVESTMENTS IN AFFILIATES</td><td>7,743.8</td><td>—</td><td>—</td><td>—</td><td>(7,743.8)</td><td>—</td></tr><tr><td>OTHER ASSETS, NET</td><td>—</td><td>43.1</td><td>—</td><td>324.9</td><td>(130.4)</td><td>237.6</td></tr><tr><td></td><td>$ 11,131.6</td><td>$ 5,849.5</td><td>$ 2,037.5</td><td>$ 19,139.3</td><td>$ (24,547.4)</td><td>$ 13,610.5</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>$ 60.7</td><td>$ 69.6</td><td>$ 34.8</td><td>$ 610.4</td><td>$ —</td><td>$ 775.5</td></tr><tr><td>Accounts payable to affiliates</td><td>19.4</td><td>176.3</td><td>—</td><td>998.4</td><td>(1,194.1)</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>80.1</td><td>245.9</td><td>34.8</td><td>1,608.8</td><td>(1,194.1)</td><td>775.5</td></tr><tr><td>DUE TO AFFILIATES</td><td>751.9</td><td>4,354.3</td><td>1,763.7</td><td>8,609.2</td><td>(15,479.1)</td><td>—</td></tr><tr><td>LONG-TERM DEBT</td><td>3,782.4</td><td>149.0</td><td>1,937.2</td><td>—</td><td>—</td><td>5,868.6</td></tr><tr><td>INVESTMENTS IN AFFILIATES</td><td>—</td><td>442.0</td><td>1,319.3</td><td>—</td><td>(1,761.3)</td><td>—</td></tr><tr><td>OTHER LIABILITIES</td><td>—</td><td>135.7</td><td>—</td><td>443.9</td><td>(130.4)</td><td>449.2</td></tr><tr><td>ENSCO SHAREHOLDERS&#x27; EQUITY</td><td>6,517.2</td><td>522.6</td><td>(3,017.5)</td><td>8,473.1</td><td>(5,982.5)</td><td>6,512.9</td></tr><tr><td>NONCONTROLLING INTERESTS</td><td>—</td><td>—</td><td>—</td><td>4.3</td><td>—</td><td>4.3</td></tr><tr><td>Total equity (deficit)</td><td>6,517.2</td><td>522.6</td><td>(3,017.5)</td><td>8,477.4</td><td>(5,982.5)</td><td>6,517.2</td></tr><tr><td></td><td>$ 11,131.6</td><td>$ 5,849.5</td><td>$ 2,037.5</td><td>$ 19,139.3</td><td>$ (24,547.4)</td><td>$ 13,610.5</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>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>$ (101.3)</td><td>$ (46.5)</td><td>$ (116.9)</td><td>$ 1,342.1</td><td>$</td><td>—</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>(223.0)</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>DISCONTINUED OPERATIONS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Operating activities</td><td>—</td><td>—</td><td>—</td><td>2.1</td><td>—</td><td>2.1</td></tr><tr><td>Investing activities</td><td>—</td><td>—</td><td>—</td><td>6.3</td><td>—</td><td>6.3</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>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>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>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>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 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>Cash dividends paid</td><td>(141.2)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(141.2)</td></tr><tr><td>Reduction of long-term borrowings</td><td>(1,072.5)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(1,072.5)</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>DISCONTINUED OPERATIONS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Operating activities</td><td>—</td><td>—</td><td>—</td><td>(10.9)</td><td>—</td><td>(10.9)</td></tr><tr><td>Investing activities</td><td>—</td><td>—</td><td>—</td><td>2.2</td><td>—</td><td>2.2</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>



## ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2014
(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>$ (63.8)</td><td>$ (167.6)</td><td>$ (90.9)</td><td>$ 2,380.2</td><td>$ —</td><td>$ 2,057.9</td></tr><tr><td>INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Additions to property and equipment</td><td>—</td><td>(37.2)</td><td>—</td><td>(1,529.5)</td><td>—</td><td>(1,566.7)</td></tr><tr><td>Purchases of short-term investments</td><td>(716.1)</td><td>—</td><td>—</td><td>(74.5)</td><td>—</td><td>(790.6)</td></tr><tr><td>Maturities of short-term investments</td><td>—</td><td>—</td><td>—</td><td>83.3</td><td>—</td><td>83.3</td></tr><tr><td>Net proceeds from disposition of assets</td><td>—</td><td>—</td><td>—</td><td>169.2</td><td>—</td><td>169.2</td></tr><tr><td>Net cash used in investing activities of continuing operations</td><td>(716.1)</td><td>(37.2)</td><td>—</td><td>(1,351.5)</td><td>—</td><td>(2,104.8)</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>1,246.4</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,246.4</td></tr><tr><td>Cash dividends paid</td><td>(703.0)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(703.0)</td></tr><tr><td>Reduction of long-term borrowing</td><td>—</td><td>—</td><td>—</td><td>(60.1)</td><td>—</td><td>(60.1)</td></tr><tr><td>Debt financing costs</td><td>(13.4)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(13.4)</td></tr><tr><td>Advances from (to) affiliates</td><td>501.9</td><td>204.3</td><td>176.8</td><td>(883.0)</td><td>—</td><td>—</td></tr><tr><td>Other</td><td>(11.1)</td><td>—</td><td>—</td><td>(16.1)</td><td>—</td><td>(27.2)</td></tr><tr><td>Net cash provided by (used in) financing activities</td><td>1,020.8</td><td>204.3</td><td>176.8</td><td>(959.2)</td><td>—</td><td>442.7</td></tr><tr><td>DISCONTINUED OPERATIONS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Operating activities</td><td>—</td><td>—</td><td>—</td><td>(3.8)</td><td>—</td><td>(3.8)</td></tr><tr><td>Investing activities</td><td>—</td><td>—</td><td>—</td><td>107.2</td><td>—</td><td>107.2</td></tr><tr><td>Net cash provided by discontinued operations</td><td>—</td><td>—</td><td>—</td><td>103.4</td><td>—</td><td>103.4</td></tr><tr><td>Effect of exchange rate changes on cash and cash equivalents</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>240.9</td><td>(.5)</td><td>85.9</td><td>172.9</td><td>—</td><td>499.2</td></tr><tr><td>CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR</td><td>46.5</td><td>.5</td><td>4.9</td><td>113.7</td><td>—</td><td>165.6</td></tr><tr><td>CASH AND CASH EQUIVALENTS, END OF YEAR</td><td>$ 287.4</td><td>$ —</td><td>$ 90.8</td><td>$ 286.6</td><td>$ —</td><td>$ 664.8</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, 2016 and 2015 (in millions, except per share amounts):

<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</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 (expense) income, net</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>(Loss) income 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>$ 0.74</td><td>$ 2.04</td><td>$ 0.28</td><td>$ 0.10</td><td>$ 3.10</td></tr><tr><td>Discontinued operations</td><td>—</td><td>—</td><td>—</td><td>0.03</td><td>0.03</td></tr><tr><td></td><td>$ 0.74</td><td>$ 2.04</td><td>$ 0.28</td><td>$ 0.13</td><td>$ 3.13</td></tr></table>



<table><tr><td>2015</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>$ 1,163.9</td><td>$ 1,059.0</td><td>$ 1,012.2</td><td>$ 828.3</td><td>$ 4,063.4</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>518.3</td><td>502.6</td><td>433.5</td><td>415.2</td><td>1,869.6</td></tr><tr><td>Loss on impairment</td><td>—</td><td>—</td><td>2.4</td><td>2,744.0</td><td>2,746.4</td></tr><tr><td>Depreciation</td><td>137.1</td><td>140.5</td><td>145.2</td><td>149.7</td><td>572.5</td></tr><tr><td>General and administrative</td><td>30.1</td><td>29.7</td><td>28.4</td><td>30.2</td><td>118.4</td></tr><tr><td>Operating income (loss)</td><td>478.4</td><td>386.2</td><td>402.7</td><td>(2,510.8)</td><td>(1,243.5)</td></tr><tr><td>Other expense, net</td><td>(72.6)</td><td>(55.4)</td><td>(52.4)</td><td>(47.3)</td><td>(227.7)</td></tr><tr><td>Income (loss) from continuing operations before income taxes</td><td>405.8</td><td>330.8</td><td>350.3</td><td>(2,558.1)</td><td>(1,471.2)</td></tr><tr><td>Income tax expense (benefit)</td><td>77.7</td><td>58.0</td><td>33.2</td><td>(182.8)</td><td>(13.9)</td></tr><tr><td>Income (loss) from continuing operations</td><td>328.1</td><td>272.8</td><td>317.1</td><td>(2,375.3)</td><td>(1,457.3)</td></tr><tr><td>Loss from discontinued operations, net</td><td>(.2)</td><td>(10.1)</td><td>(23.3)</td><td>(95.0)</td><td>(128.6)</td></tr><tr><td>Net income (loss)</td><td>327.9</td><td>262.7</td><td>293.8</td><td>(2,470.3)</td><td>(1,585.9)</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>(3.2)</td><td>(2.4)</td><td>(1.8)</td><td>(1.5)</td><td>(8.9)</td></tr><tr><td>Net income (loss) attributable to Ensco</td><td>$ 324.7</td><td>$ 260.3</td><td>$ 292.0</td><td>$ (2,471.8)</td><td>$ (1,594.8)</td></tr><tr><td>Earnings (loss) per share - basic and diluted</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Continuing operations</td><td>$ 1.38</td><td>$ 1.15</td><td>$ 1.34</td><td>$ (10.23)</td><td>$ (6.33)</td></tr><tr><td>Discontinued operations</td><td>—</td><td>(0.04)</td><td>(0.10)</td><td>(0.41)</td><td>(0.55)</td></tr><tr><td></td><td>$ 1.38</td><td>$ 1.11</td><td>$ 1.24</td><td>$ (10.64)</td><td>$ (6.88)</td></tr></table>

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.



## 2016 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, 31
directors' report and the financial statements

Independent auditor's report to the members of Ensco plc 32

Consolidated Profit and Loss Account 33

Consolidated Other Comprehensive Income/Loss 34

Consolidated Balance Sheet 35

Company Balance Sheet 36

Consolidated Cash Flow Statement 37

Company Cash Flow Statement 38

Consolidated Statement of Changes in Equity 39

Company Statement of Changes in Equity 40

Notes 41



## 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 57 rigs, with drilling operations in most of the strategic markets around the globe. We also have two rigs under construction. Our rig fleet includes eight drillships, 10 dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and 38 jackup rigs, including rigs under construction. We operate the world's second 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, 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.

## 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 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 fulfill 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. 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.

## 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, which is highly cyclical and beyond our control. Offshore exploration and development spending may fluctuate substantially from year-to-year and from region-to-region.

The contracting environment remained very challenging for offshore drilling contractors during 2016 with customers requesting contract concessions or terminating drilling contracts. Crude oil prices ranged from a 12-year low of $26 to $55 per barrel during 2016. The sustained decline in oil prices 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.



## Strategic report (continued)

## Drilling rig demand (continued)

Operators significantly reduced their capital spending budgets, including the cancellation or deferral of existing programmes, and are expected to continue operating under reduced budgets in the current commodity price environment. Declines in capital spending levels, together with the oversupply of rigs, have resulted in significantly reduced day rates and utilisation.

Although oil prices have stabilised between $45 and $55 per barrel, we do not expect a meaningful improvement in demand for offshore drilling services in the near term. When market conditions improve, we expect jackup demand to improve first as shallow-water drilling is typically shorter term in nature, requires less capital investment and generally presents less risk to operators.

In general, recent contract awards have been short-term in nature and subject to an extremely competitive bidding process. The intense pressure on operating day rates has resulted in rates that approximate, or are slightly lower than, direct operating expenses. In addition, we are seeing increased pressure to accept other less favourable contractual and commercial terms, including reduced or no mobilisation and/or demobilisation fees; reduced or zero day rates during downtime; reduced standby, redrill and moving rates and limited periods in which such rates are payable; caps on reimbursements for downhole tools; reduced periods to remediate equipment breakdowns or other deviations from contractual standards of performance before the operator may terminate the contract; certain limitations on our ability to be indemnified; increases in the nature and amounts of liability allocated to us; and reduced early termination fees and/or termination notice periods.

We expect 2017 to be a challenging year for drilling contractors as current contracts expire and new contracts are executed at lower rates. While commodity prices have improved, they have not yet improved to a level that provides stability in the market sufficient to support additional demand. Should commodity prices decline from current levels, we will likely experience a further reduction in demand for our services, and turnover will continue to be adversely affected through lower rig utilisation and day rates. We believe the current market dynamics will not change until we see a sustained meaningful recovery in commodity prices sufficient to bring customer demand into balance with rig supply.

As 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

In the current market, drilling rig supply significantly exceeds drilling rig demand for both floaters and jackups. The decline in customer capital expenditure budgets has led to a lack of contracting opportunities resulting in the retirement of 75 floaters since the beginning of the downturn. Approximately 40 marketed floaters older than 30 years are idle, and approximately 30 additional floaters older than 30 years have contracts expiring by the end of 2018 without follow-on work. 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.

Since the beginning of the downturn, drilling contractors have retired 31 jackups. Approximately 90 marketed jackups older than 30 years are idle, and approximately 65 jackups that are 30 years or older have contracts expiring by the end of 2017 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 accelerate during 2017 and into 2018.

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 stacked rigs do not return to the active fleet.

There are approximately 45 competitive newbuild drillships and semisubmersibles reported to be under construction, of which approximately 30 are scheduled to be delivered before the end of 2017. 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.



## Strategic report (continued)

## Drilling rig supply (continued)

There are approximately 100 competitive newbuild jackups reported to be under construction, of which approximately 70 are scheduled to be delivered before the end of 2017. 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 2016 and 2015:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Turnover</td><td>2,776.4</td><td>4,082.9</td></tr><tr><td>Operating profit/(loss)</td><td>901.6</td><td>(3,572.4)</td></tr><tr><td>Profit/(loss) on ordinary activities before taxation</td><td>924.3</td><td>(3,800.6)</td></tr><tr><td>Tax on profit/(loss) on ordinary activities</td><td>(79.1)</td><td>13.7</td></tr><tr><td>Profit/(loss) for financial year</td><td>845.2</td><td>(3,786.9)</td></tr></table>

During 2016, excluding the impact of ENSCO DS-9 and ENSCO 8503 lump-sum termination payments totalling $205.0 million received during the year and ENSCO DS-4 and ENSCO DS-9 lump-sum termination payments totalling $129.0 million received during 2015, turnover declined by $1,382.5 million, 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, contract terminations and sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1, and lower turnover from ENSCO DS-5. The decline in turnover was partially offset by the commencement of ENSCO DS-8 drilling operations and turnover generated from semisubmersible rigs that were undergoing shipyard projects during 2015.

Contract drilling expenses declined by $599.8 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 contract terminations and sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1. This decline was partially offset by ENSCO DS-8 contract drilling expense.

During 2015, we recorded a non-cash loss on impairment totalling $4.5 billion related to the impairment of certain floaters and jackups rigs.

Profit/(loss) on ordinary activities before taxation included pre-tax gains on debt extinguishment of $287.8 million related to debt repurchases and the exchange of equity for debt in 2016 and losses of $33.0 million related to make-whole premiums on our 2015 debt redemption.

## 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 2016 and 2015:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Rig utilisation \( ^{(1)} \)</td><td></td><td></td></tr><tr><td>Floaters</td><td>54%</td><td>57%</td></tr><tr><td>Jackups</td><td>60%</td><td>70%</td></tr><tr><td>Total</td><td>58%</td><td>67%</td></tr></table>



## Strategic report (continued)

Utilisation and average day rates (continued)

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Average day rates \( ^{(2)} \)</td><td></td><td></td></tr><tr><td>Floaters</td><td>359,758</td><td>416,346</td></tr><tr><td>Jackups</td><td>110,682</td><td>136,347</td></tr><tr><td>Total</td><td>192,427</td><td>217,515</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

Excluding the impact of lump-sum termination payments, floater turnover declined by $694.9 million, or 28%, primarily due to fewer days under contract across our floater fleet, contract terminations and sale of ENSCO 6003, ENSCO 6004 and ENSCO DS-1, lower average day rates and lower turnover from ENSCO DS-5. The decline in turnover was partially offset by a $337.9 million, or 32%, decline in contract drilling expense primarily due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating costs.

During the year, we executed contract extensions for ENSCO 5004 and ENSCO 5006 at lower rates. We agreed to reduce the ENSCO 6001 contracted rate and early terminate ENSCO 6003 and ENSCO 6004 in exchange for an extension of the ENSCO 6002 contract term at a reduced rate.

We received an early termination notice on ENSCO 8505 and agreed to lump-sum settlements of ongoing obligations for ENSCO DS-9 and ENSCO 8503. We also received an early termination notice on ENSCO DS-7 whereby the drilling contract obligates the customer to pay us termination fees at 75% of the operating rate through November 2017. These fees will be defrayed should we re-contract the rig over the remainder of the original contract term. In addition, we sold five floaters for scrap value resulting in insignificant pre-tax gains and losses.

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 was delivered during the third quarter and commenced drilling operations under a long-term contract in Angola during the fourth quarter. ENSCO DS-9 was delivered during the second quarter and is uncontracted following receipt of a notice of termination for convenience from our customer. During 2015, we agreed with the shipyard to delay delivery of ENSCO DS-10 until the first quarter of 2017. In January 2017, we agreed to further delay delivery of ENSCO DS-10 and $75.0 million of the final milestone payment until the first quarter of 2019 or such earlier date that we elect to take delivery. ENSCO DS-9 and ENSCO DS-10 are being actively marketed.



## Strategic report (continued)

## 2016 segment highlights (continued)

## Jackups

Jackup turnover declined by $517.4 million, or 36%, primarily due to fewer days under contract across our jackup fleet and lower average day rates. This decline in turnover was partially offset by a $178.4 million, or 26%, decline in contract drilling expense due to rig stackings and other cost control initiatives that reduced personnel costs and other daily rig operating expenses.

During the year, we agreed to reduced rates on our jackups contracted with Saudi Aramco and received early termination notices on ENSCO 72, ENSCO 75, ENSCO 83 and ENSCO 110. In addition, we sold four jackups for scrap value resulting in insignificant pre-tax gains.

We reached an agreement with our ENSCO 54, ENSCO 88 and ENSCO 94 customer to extend the terms of these contracts for five, three and five years, respectively. We subsequently reached an agreement with our customer to substitute ENSCO 84 for ENSCO 94 for the duration of the contract. Additionally, we executed a five-year contract for ENSCO 106 and executed several contracts with various customers for ENSCO 67, ENSCO 72, ENSCO 80 and ENSCO 101 with terms ranging from six to 18 months.

ENSCO 140 and ENSCO 141 were delivered during the third and fourth quarters of 2016, respectively. Both rigs are uncontracted and are being actively marketed. These rigs will be warm stacked in the shipyard at no additional cost to us for up to two years. During the first quarter of 2016, we agreed with the shipyard to delay delivery of ENSCO 123 until the first quarter of 2018. ENSCO 123 is uncontracted. ENSCO 110 was delivered during the second quarter of 2015.

## 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 28 February 2017 and 24 February 2016, respectively.

The following table summarises our contract backlog of business as of 31 December 2016 and 2015 (in millions):

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Backlog</td><td></td><td></td></tr><tr><td>Floaters</td><td>2,154.9</td><td>3,919.5</td></tr><tr><td>Jackups</td><td>1,185.0</td><td>1,751.7</td></tr><tr><td>Other</td><td>281.4</td><td>86.2</td></tr><tr><td>Total</td><td>3,621.3</td><td>5,757.4</td></tr></table>

As of 31 December 2016, our backlog was $3.6 billion as compared to $5.8 billion as of 31 December 2015. Our floater backlog declined $1.8 billion primarily due to turnover realised during 2016, contract day rate concessions on certain rigs and contract terminations, partially offset by contract extensions. The remaining $371.5 million decline primarily related to our jackups segment and was largely due to turnover realised during 2016, 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 fulfill their contractual commitments to us.



## Strategic report (continued)

## Backlog information (continued)

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 securities to supplement our liquidity needs. Based on our balance sheet, our contractual backlog and $2.25 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 2016, we executed several transactions to maximise our liquidity in the near term.

In April 2016, we closed an underwritten public offering of  \( £55,500,000 \)  Class A ordinary shares at  $ §9.25 $  per share, inclusive of shares purchased under an underwriters' option. 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 in exchange for $24.5 million principal amount of our 5.75% senior notes due 2044. The exchange resulted in a gain on debt extinguishment of $8.8 million.

Throughout 2016, we used proceeds from the April 2016 equity offering and cash on hand to repurchase $1.1 billion of outstanding debt for $863.9 million through tender offers and open market repurchases. We recognised a gain on debt extinguishment of $279.0 million net of discounts, premiums, debt issuance costs and transaction costs.

In December 2016, we completed a private placement of $849.5 million of 3.0% exchangeable senior notes due 2024 for net proceeds of $822.8 million.

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of outstanding debt with $332.5 million of net proceeds from the December 2016 exchangeable senior notes offering and $332.0 million of newly issued 8.0% senior notes due 2024.

As of 31 December 2016, we had $5.5 billion in total debt outstanding. Following the settlement of the exchange transaction in January 2017, our outstanding debt declined to $5.1 billion. Our next debt maturity is in 2019 with an aggregate principal amount of $292.2 million, followed by additional maturities in 2020, 2021 and 2024 with aggregate principal amounts of $551.0 million, $309.1 million and $1.8 billion, respectively.

As of 31 December 2016, we have $2.6 billion in cash and cash equivalents and short-term investments and a $2.25 billion senior unsecured revolving credit facility (the "Credit Facility") to be used for general corporate purposes with a term that expires in September 2019. In October 2016, we extended the maturity of $1.13 billion of the $2.25 billion Credit Facility commitment for one year to September 2020. The Credit Facility requires us to maintain a total debt to total capitalisation ratio calculated under U.S. GAAP that is less than or equal to 60%.

## Environmental matters

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 incidents could substantially increase our customers' liabilities in respect of oil spills and also could



## Strategic report (continued)

## Environmental matters (continued)

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 U.K. Merchant Shipping Act 1995, Marpol 73/78 (the International Convention for the Prevention of Pollution from Ships), the U.K. 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, 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 Interim Policy Document stating that it would begin issuing Incidents of Non-Compliance ("INC's") to contractors as well as operators for serious violations of BSEE regulations. Although we have not yet incurred any material exposure from such regulations/decisions, the issuance of INC's could potentially make it easier for a successful assertion of third-party claims against us.

In November 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 regulations 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, including our rigs. These regulations are expected to be issued late in 2017 or early 2018. On 28 July 2016, BSEE adopted a new well-control rule that will be implemented in phases over the next several years. 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 rule. 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.



## Strategic report (continued)

## Employees

We employed 4,270 personnel worldwide as of 31 December 2016, 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 2016:

<table><tr><td></td><td>Women</td><td>Men</td></tr><tr><td>Directors</td><td>2</td><td>7</td></tr><tr><td>Senior management</td><td>12</td><td>133</td></tr><tr><td>Other employees</td><td>267</td><td>3,849</td></tr><tr><td>Total</td><td>281</td><td>3,989</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 Human Rights Policy. 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

24 March 2017

Director, Chief Executive Officer and President



## Directors' report

The directors of Ensco plc present their report for the year ended 31 December 2016.

## 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 and warehouses). 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 2016 annual CO \( _{2} \) e emitted from Ensco’s worldwide operations is 643,061 Mt (2015: 989,522 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 2016 ratio is .75 (2015: .91). The following table details our emissions by category.

<table><tr><td>Greenhouse Gas Emissions</td><td>2016</td><td>2015</td></tr><tr><td>Direct emissions (rigs owned by Ensco)</td><td>639,778 Mt</td><td>986,453 Mt</td></tr><tr><td>Indirect emissions (onshore offices and warehouses)</td><td>3,265 Mt</td><td>3,069 Mt</td></tr><tr><td>Total emissions</td><td>643,043 Mt</td><td>989,522 Mt \( ^{(1)} \)</td></tr><tr><td></td><td></td><td></td></tr><tr><td>Intensity Ratio</td><td>.75</td><td>.91 \( ^{(2)} \)</td></tr></table>

(1) 2015 emissions were recalculated to exclude hydrochlorofluorocarbons ("HCFCs") and to include previously understated HFCs.

(2) 2015 intensity ratios were recalculated using the proportional approach for calculating total installed horsepower.



## Directors’ report (continued)

## Directors

The directors who held office during the year ended 31 December 2016 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
Gerald W. Haddock
Francis S. Kalman
Keith O. Rattie

## 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

Dividends declared and paid during the years ended 31 December 2016 and 2015 were $11.4 million ($0.04 per share) and $141.2 million ($0.60 per share), respectively. On 17 March 2017, the company paid a dividend in the amount of $3.0 million ($0.01 per share). We currently intend to continue paying dividends for the foreseeable future. However, 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.

## 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 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.



## Directors' report (continued)

## Exposure to price, credit, liquidity and cash flow risk (continued)

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. 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 and upgrade projects and the return of capital to shareholders through dividend payments.

Details of debt and liquidity transactions in 2016 are disclosed in the Strategic report. As of 31 December 2016, we had $5.5 billion in total debt outstanding. Following the settlement of the exchange transaction in January 2017, our outstanding debt declined to $5.1 billion, and our next debt maturity is in 2019 with an aggregate principal amount of $292.2 million, followed by additional maturities in 2020, 2021 and 2024 with aggregate principal amounts of $551.0 million, $309.1 million and $1.8 billion, respectively. We also have $2.6 billion in cash and cash equivalents and short-term investments and $2.25 billion available under our Credit Facility. The Credit Facility requires us to maintain a total debt to total capitalisation ratio calculated under U.S. GAAP that is less than or equal to 60%.

Based on our balance sheet, $3.6 billion of contractual backlog and $2.25 billion available under our revolving credit facility, we believe our remaining capital commitments, debt service payments and dividend payments 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, refinance existing debt or increase liquidity as necessary.

## 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 the cash flows of 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 2016, we had cash flow hedges outstanding to exchange an aggregate $180.9 million for various foreign currencies. We do not designate such derivatives as hedging instruments.

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 2016, we held derivatives not designated as hedging instruments to exchange an aggregate $136.2 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 2016 would approximate $15.0 million. Approximately $9.0 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.



## Directors' report (continued)

## Use of derivatives (continued)

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 45 days (2015: 49 days) of purchases in trade creditors.

## Political contributions

The company did not make any political contributions during the year.

## Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

## Auditors

In accordance with Section 489 of the UK Companies Act 2006, a resolution for the re-appointment of KPMG LLP as statutory auditors 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

24 March 2017



## Directors' remuneration report

## Introduction

Ensko'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 2016, time-vested restricted shares made up 50% of our executive director's annual equity grant. The other 50% was granted in the form of performance unit awards, 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. In 2016, our Compensation Committee recommended and our Board approved a reduction in the value of the annual grant of equity compensation awarded to each of our non-executive directors by $50,000.

- 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.

## 2016 Compensation Highlights

Below are highlights of the compensation-related decisions that impacted our executive director and non-executive directors during 2016:

- Base salary and retainers: In February 2016, the Board decided, for the second year in a row, to freeze base salary merit increases for our executive director. The retainers paid to our non-executive directors also remained constant, except that the retainer for the Nominating and Governance Committee Chair was reduced by $5,000 effective 1 June 2016. The value of the annual grant of equity compensation awarded to each of our non-executive directors was also reduced effective 1 June 2016, as described below under "Annual long-term incentive awards."

- Ensko Cash Incentive Plan ("ECIP") performance measures: The ECIP provides annual cash bonus incentives to participating employees, including our executive director, based on the achievement of short-term performance goals. A component for Strategic Team Goals ("STGs") is included to ensure management maintains focus on medium-term strategic objectives in addition to short-term goals. Target bonus opportunities did not change for 2016 as compared to 2015. However, in light of market conditions, the Board elected to change some of our 2016 ECIP performance measures and weightings to emphasise the company's liquidity position and the importance of cash flow from operations. For 2016, Earnings before Interest, Tax and Depreciation ("EBITDA") was replaced with Earnings before Interest, Tax, Depreciation and Amortisation ("EBITDA"). We consider EBITDA to be a more appropriate measure than EBITDA in terms of the short-term incentive nature of the ECIP award programme that helps place more focus on cash flow and capital efficiency. The Board also determined it was necessary to adjust the ECIP financial metric weightings to place more emphasis on financial measures that executives have the ability to impact and control through cost reductions, individual performance, cash management, etc. Therefore, the earnings per share ("EPS") weighting was reduced from 20% to 10% resulting in greater emphasis being placed on STGs and EBITDA. EPS continued to be a goal, but had a smaller impact on the overall ECIP calculation given that this metric is largely driven by overall market conditions. Our non-executive directors do not participate in the ECIP.

- Annual formula-derived ECIP bonuses for 2016 performance were earned at 136% but were capped and paid out at 100% of target: We achieved above-target performance for earnings per share ("EPS"), EBITDA and Jackup downtime. We also achieved above-threshold performance for Days Sales Outstanding ("DSO"), exceeded expectations on STGs and achieved safety and Floater downtime performance in excess of our maximum goal. Although 2016 ECIP performance was at 136% of target, the Board, based on management's recommendation, decided, in light of unprecedented market conditions and the resulting decline in our share price, to cap the payout for the ECIP at 100% of target for our executive director.



## Directors' remuneration report (continued)

## 2016 Compensation Highlights (continued)

- Annual long-term incentive awards: In February 2016, the Board approved annual long-term incentive awards for our executive director, which were comprised of 50% performance units and 50% time-vested restricted shares. As a result of the decline in our stock price during the year, the value of these awards at the end of the year was lower (89%) than the original "target" value, as shown in the table below:

<table><tr><td rowspan="2">Executive</td><td colspan="4">Normal Annual Grant</td><td colspan="3">Year-End Face Value</td><td rowspan="2">12/31/16 Face Value as a Percent of Target</td></tr><tr><td>Grant Date</td><td>Grant Date Share Price</td><td>Target Grant Date Fair Value</td><td>Stock Price</td><td>Total Value</td><td></td></tr><tr><td>Mr. Trowell</td><td>3/3/2016</td><td>$ 10.93</td><td>$ 5,000,000</td><td>$ 9.72</td><td>$ 4,446,478</td><td>89%</td><td></td></tr></table>

Our Compensation Committee recommended and our Board approved a reduction in the value of the annual grant of equity compensation awarded to each of our non-executive directors by $50,000 effective 1 June 2016. Consequently, in 2016 our independent Chairman of the Board received a restricted share unit award of $275,000 and each of our other non-executive directors received a restricted share unit award of $200,000.

- Long-term performance units paid out at 37.5% of target: For the three-year performance period ended 31 December 2016, we achieved a rank of 8 and 7 out of 10 performance peer group companies in relative Total Shareholder Return ("TSR") and Return on Capital Employed ("ROCE") performance, respectively.

<table><tr><td colspan="3">2016 Ensco Cash Incentive Plan (&quot;ECIP&quot;) Payout (percent of target)</td><td colspan="3">2014 - 2016 Performance Unit Payout (percent of target)</td></tr><tr><td>200%</td><td>136%</td><td>ACHIEVEMENT</td><td>PAYOUT</td><td>100.0%</td><td>37.5%</td></tr><tr><td>100%</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>0%</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Measures</td><td colspan="2">Performance Level</td><td>Measure</td><td colspan="2">Performance Level</td></tr><tr><td>EBITDA(1)</td><td colspan="2">$1,152,698</td><td>TSR (relative)</td><td colspan="2">8 of 10 Threshold performance</td></tr><tr><td>EPS(2)</td><td colspan="2">1.87</td><td>ROCE (relative)</td><td colspan="2">7 of 10 Above threshold performance</td></tr><tr><td>DSO</td><td colspan="2">69</td><td></td><td colspan="2"></td></tr><tr><td>Safety (TRIR)</td><td colspan="2">0.26</td><td></td><td colspan="2"></td></tr><tr><td>Downtime - Floaters</td><td colspan="2">1.53%</td><td></td><td colspan="2"></td></tr><tr><td>Downtime - Jackups</td><td colspan="2">1.24%</td><td></td><td colspan="2"></td></tr><tr><td>Strategic Goals</td><td colspan="2">3.21</td><td>Exceeded expectations</td><td colspan="2"></td></tr></table>

(1) EBITDA excludes $81.9 million relating to a lump sum payment received in connection with a contract termination. As a result of this adjustment, the percent of target earned for EBITDA was reduced from 142% to 113%.

(2) EPS excludes $1.23 per share relating to the $81.9 million lump sum contract termination payment in addition to a gain of $287.8 million on debt repurchases. As a result of these adjustments, the percent of target earned for EPS was reduced from 200% to 145%.

Submitted by Rod Clark, Chairman of the Compensation Committee



## Directors' remuneration report (continued)

## 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>Member</td></tr><tr><td>Gerald W. Haddock</td><td></td></tr><tr><td>Francis S. Kalman</td><td></td></tr><tr><td>Keith O. Rattie</td><td></td></tr><tr><td>Paul E. Rowsey, III</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 2016, the Board and Compensation Committee received compensation advice and data from Pearl Meyer & Partners, LLC ("Pearl Meyer"), which has served as an independent compensation consultant since 2008. The Board and Compensation Committee also received data regarding compensation trends, issues and recommendations from management, including our Vice President of Human Resources, who attends all Compensation Committee meeting general sessions.

Pearl Meyer was engaged by the Compensation Committee to provide counsel regarding our compensation philosophy and practices, including executive and non-executive director compensation. Regarding executive compensation, the services provided during 2016 included a review of the principal components of compensation (base salary, cash bonus, short-term and long-term incentives), peer group selection (both compensation and performance peers), pay for performance assessment and short-term and long-term incentive plan design. 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 regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. In making this determination, the Compensation Committee noted that during 2016:

- 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. Specifically, aside from administration of industry-specific surveys in which the company is a participant, Pearl Meyer does not provide, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing;

- The Compensation Committee meets regularly in executive session with Pearl Meyer outside the presence of management;



## Directors' remuneration report (continued)

## Compensation methodology and process (continued)

Pearl Meyer maintains a conflicts policy, which was provided to the Compensation Committee with specific policies and procedures designed to ensure independence;

- Fees paid to Pearl Meyer by the company during 2016 (approximately $239,000) were less than 1% of Pearl Meyer total turnover;

- None of the Pearl Meyer consultants working on company matters had any business or personal relationship with Compensation Committee members;

- None of the Pearl Meyer consultants working on company matters (or any consultants at Pearl Meyer) had any business or personal relationship with any executive officer of the company; and

• None of the Pearl Meyer consultants working on company matters own company stock.

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 are 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 2016 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 2016 was the same as our compensation peer group for 2015 with the exception of Cameron International which was removed following its acquisition by Schlumberger.

## 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. The Compensation Committee will seek to claw back or reduce the size of cash incentive awards or proceeds from equity incentive awards for Mr. Trowell, if he violates our Code of Business Conduct Policy, 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).

## Remuneration Policy Summary for Executive Directors

Our current Remuneration Policy, which was approved at the Annual General Meeting on 19 May 2014 (the "Current Remuneration Policy"), will apply until the 2017 Annual General Meeting of Shareholders to be held on 22 May 2017. A new Remuneration Policy, a copy of which is included as an annex to our proxy statement for the 2017 Annual General Meeting of Shareholders, will be subject to a binding vote by shareholders during the 2017 Annual General Meeting of Shareholders. Our proxy statement is available at www.proxyvote.com.



## Directors' remuneration report (continued)

## Remuneration Policy Summary for Executive Directors (continued)

The following is a summary of the Existing 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(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>Reviewed annually by the Committee taking into account the executive director&#x27;s contributions to our progress in achieving certain business objectives and by reference to the median salary paid to executive directors of our compensation peer group companies.</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 annum. The Committee reserves the discretion to increase total compensation in appropriate circumstances such as where the nature or scope of the executive director&#x27;s role or responsibilities changes or in order to be competitive at the median level of peer companies.</td><td>None, although overall performance of the individual is considered by the Committee when setting salaries annually.</td><td>Not applicable</td></tr><tr><td>Benefits</td><td>Competitive benefits taking into account market value of role 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 if/when applicable. Components include: monthly housing allowance; cost of living allowance; transportation allowance; annual home leave allowance; dependents&#x27; schooling assistance; and a one-time supplemental equity award.</td><td>Set at a level the Committee considers appropriate as compared to benefits offered in connection with comparable roles by companies of a similar size in the relevant market. The Committee 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.</td><td>Awards are tied to achievement of specific annual financial, operational, safety and strategic team goals. Provided to the executive director through the Ensco Cash Incentive Plan.</td><td>Discretionary increase of 25% above Ensco Cash Incentive Plan formulated awards (3) The Committee reserves the discretion to increase or decrease total compensation in appropriate circumstances such as where the nature or scope of a director&#x27;s role or responsibilities changes or in order to be competitive at the median level of peer companies.</td><td>Formula-derived awards through the Ensco Cash Incentive Plan include annual goals with the potential for discretionary increases or decreases for individual performance of up to 25%. The Committee uses this discretion sparingly to address exceptional circumstances.</td><td>The Committee will seek to claw back or 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></table>



## Directors' remuneration report (continued)

## Remuneration Policy Summary for Executive Directors (continued)

<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(2)</td></tr><tr><td>Employer Matching and Profit Sharing Programmes</td><td>Incentivise 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 5% of eligible employee salary.</td><td>None</td><td>Not applicable</td></tr><tr><td>Long-Term Incentive Plan</td><td>Incentivise long-term company financial performance in line with the company&#x27;s strategy and long-term shareholder returns. Promotes alignment with shareholders by tying the majority of executive compensation to creation of long-term shareholder value and encouraging executives to build meaningful equity ownership stakes.</td><td>Provided through a combination of restricted shares and performance unit awards. Performance unit awards under the LTIP are earned based upon company performance over a three-year cycle, using pre-determined measures.</td><td>100% of target for restricted shares. 200% of target for performance unit awards.</td><td>Restricted shares are time-based and are not subject to performance measures. Performance unit awards are earned at the end of a three-year period subject to company performance against pre-determined measures.</td><td>The Committee will seek to claw back or reduce the proceeds from equity incentive awards for executive directors who violate our Code of Business Conduct Policy or in the case of certain financial restatements.</td></tr></table>

(1) The Compensation Committee reserves the right to make payments outside the Remuneration Policy in exceptional circumstances. The Compensation Committee 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 and award disqualification provisions in its long-term incentive award agreements and the ECIP. Using this authority, the Compensation Committee will seek to claw back or reduce the size of cash incentive awards or proceeds from equity incentive awards for executive directors who violate our Code of Business Conduct Policy 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) The Compensation Committee also has the discretion to reduce awards by up to 25% below the Ensco Cash Incentive Plan formula-derived awards.

## Total shareholder return

The chart below presents a comparison of the six-year cumulative total return, assuming $100 invested on 31 December 2010 for Ensco plc, the Standard and Poor's MidCap 400 Index, the Standard & Poor's 500 Stock Price 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.



Total shareholder return (continued)

COMPARISON OF 6 YEAR CUMULATIVE TOTAL RETURN*
Among Ensko plc, the S&P MidCap 400 Index, the S&P 500 Index and Peer Group



* $100 invested on 12/31/10 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright© 2017 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

* Our self-determined peer group is weighted according to market capitalisation and consists of the following companies: Atwood Oceanics Inc., Diamond Offshore Drilling Inc., Noble Corporation, Rowan Companies plc, Seadrill Limited and Transocean Ltd.

## Share price

The highest and lowest prices of the company's Class A ordinary shares during the year ended 31 December 2016 were $16.10 and $7.19, respectively. The closing market price of the company's Class A ordinary shares on 31 December 2016 was $9.72.

## 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, instill a sense of ownership and shareholder perspective that will manifest itself in positive and sustainable long-term performance and provide a strong



## Directors' remuneration report (continued)

## Remuneration of Chief Executive Officer (continued)

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 equity awards. The tables below summarises total Chief Executive Officer remuneration and includes 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 2014 remuneration disclosed below reflects the total remuneration for Mr. Trowell during the period he served as Chief Executive Officer, including a prorated annual bonus payout.

<table><tr><td></td><td>2016</td><td>2015</td><td>2014(1)</td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Total Remuneration</td><td>$ 4,377,121</td><td>$ 4,933,408</td><td>$ 7,758,001</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Annual Bonus as a Percentage of Maximum</td><td>50%</td><td>69%</td><td>30%</td><td>—%</td><td>—%</td><td>—%</td></tr><tr><td>Performance Awards Vesting as a Percentage of Maximum</td><td>N/A</td><td>N/A</td><td>N/A</td><td>—%</td><td>—%</td><td>—%</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 during the period he served as Chief Executive Officer, including a prorated annual bonus payout during 2014.

<table><tr><td></td><td>2016</td><td>2015</td><td>2014</td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Total Remuneration</td><td>$ —</td><td>$ —</td><td>$ 5,835,655</td><td>$ 9,878,742</td><td>$ 10,188,238</td><td>$ 10,897,191</td></tr><tr><td>Annual Bonus as a Percentage of Maximum</td><td>—%</td><td>—%</td><td>30%</td><td>54%</td><td>77%</td><td>61%</td></tr><tr><td>Performance Awards Vesting as a Percentage of Maximum</td><td>—%</td><td>—%</td><td>30%</td><td>40%</td><td>66%</td><td>43%</td></tr></table>

## Remuneration of Executive Director - Table A

The compensation paid to our executive director for the fiscal years ended 31 December 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 (S) \( ^{(2)} \)</td><td>Annual Incentives (S) \( ^{(3)} \)</td><td>Long-Term Incentives ($)</td><td>Pensions ($)</td><td>Other ($)</td><td>Total ($)</td></tr><tr><td rowspan="2">Carl G. Trowell \( ^{(1)} \)</td><td>2016</td><td>816,000</td><td>163,513</td><td>3,397,608</td><td>—</td><td>—</td><td>—</td><td>4,377,121</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>Cost of Living Allowance</td><td>Foreign Service Premium</td><td>Housing Allowance</td><td>Transportation Allowance</td><td>Other</td><td>Total</td></tr><tr><td>Carl G. Trowell</td><td>2016</td><td>$ 639</td><td>$ 80,334</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ 82,540</td><td>$ 163,513</td></tr><tr><td></td><td>2015</td><td>$ 618</td><td>$ 117,851</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ 70,761</td><td>$ 189,230</td></tr></table>



## Directors' remuneration report (continued)

## Remuneration of Chief Executive Officer (continued)

* The amounts disclosed in this column represent the dividends or dividend equivalents earned and paid during 2016 and 2015 on the director's unvested restricted shares and share units and the dividends that are to be paid for the 2014-2016 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.

The following table sets forth information regarding the components of annual incentives earned by our executive director for the fiscal years ended 31 December 2016 and 2015:

<table><tr><td>Name</td><td>Year</td><td>Restricted Share Awards $</td><td>ECIP ($)</td><td>Total ($)</td></tr><tr><td>Carl G. Trowell</td><td>2016</td><td>2,500,008</td><td>897,600</td><td>3,397,608</td></tr><tr><td></td><td>2015</td><td>2,500,028</td><td>1,350,330</td><td>3,850,358</td></tr></table>

During 2016, the Board approved financial, safety performance and STGs for our executive officers, including our executive director, for the 2016 plan year. The ECIP performance measures and actual results for the executive officers for the 2016 plan year were as follows:

2016 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>40.0%</td><td>$838,176</td><td>$1,117,568</td><td>$1,396,960</td><td>$1,152,980</td><td>45.1%</td></tr><tr><td>EPS \( ^{(2)} \)</td><td>10.0%</td><td>$1.26</td><td>$1.68</td><td>$2.10</td><td>$1.87</td><td>14.5%</td></tr><tr><td>DSO</td><td>10.0%</td><td>79</td><td>63</td><td>47</td><td>69</td><td>8.1%</td></tr><tr><td>TRIR</td><td>10.0%</td><td>0.43</td><td>0.40</td><td>0.30</td><td>0.26</td><td>20.0%</td></tr><tr><td>Downtime - Floaters</td><td>5.0%</td><td>5.60%</td><td>4.50%</td><td>3.40%</td><td>1.53%</td><td>10.0%</td></tr><tr><td>Downtime - Jackups</td><td>5.0%</td><td>1.70%</td><td>1.35%</td><td>1.00%</td><td>1.24%</td><td>6.6%</td></tr><tr><td>STGs</td><td>20.0%</td><td>1.00</td><td>2.00</td><td>4.00</td><td>3.21</td><td>32.1%</td></tr><tr><td>TOTAL AWARD</td><td>100%</td><td></td><td></td><td></td><td></td><td>136.4%</td></tr></table>

(1) EBITDA excludes $81.9 million relating to a lump sum payment received in connection with a contract termination. Excluding the adjustment, the percent of target earned would have been 142%.

(2) EPS excludes $1.23 per share relating to the $81.9 million lump sum contract termination payment in addition to a gain of $287.8 million on debt repurchases. Excluding these adjustments, the percent of target earned would have been 200%.

Individual Award Calculation

<table><tr><td>Executive Officer</td><td>2016 Target Opportunity</td><td>x</td><td>Weighted % of Target Earned</td><td>Formula-Derived ECIP Award</td><td>+</td><td>Discretionary Adjustment</td><td>Actual ECIP Award</td></tr><tr><td>Mr. Trowell</td><td>$ 897,600</td><td>136.4%</td><td>$ 1,224,326</td><td>$ (326,726)</td><td>$</td><td>$ 897,600</td><td>$</td></tr></table>

The performance measures and actual results for performance unit awards granted under the LTIP during 2014 for the performance period beginning 1 January 2014 and ending 31 December 2016 were as follows:



## Directors' remuneration report (continued)

Remuneration of Chief Executive Officer (continued)

<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="2">Relative TSR</td><td rowspan="2">50%</td><td>Rank</td><td>8 of 10</td><td>5 of 10</td><td>1 of 10</td><td></td></tr><tr><td>Award Multiplier</td><td>0.25</td><td>1.00</td><td>2.00</td><td>8</td></tr><tr><td rowspan="2">Relative ROCE</td><td rowspan="2">50%</td><td>Rank</td><td>8 of 10</td><td>5 of 10</td><td>1 of 10</td><td></td></tr><tr><td>Award Multiplier</td><td>0.25</td><td>1.00</td><td>2.00</td><td>7</td></tr></table>

Performance unit awards granted under the LTIP during 2014 for the performance period beginning 1 January 2014 and ending 31 December 2016 were paid to our executive director in shares in March 2017 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>5,951</td><td>11,903</td><td>17,854</td><td>173,541</td></tr></table>

* Performance unit awards valued based on the share closing price of $9.72 on 31 December 2016.

## Performance Unit Awards - Table B

The following table sets forth information regarding performance unit awards outstanding at the beginning and end of 2016 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 (S)(2)(3)(4)</td><td>Grant-date Fair Value of Performance Unit Awards Granted During the FY (S)(2)(3)(4)</td><td>Actual Payout Related to Awards Which Vested During the FY (S)</td><td>Grant-date Fair Value of Performance Unit Awards at End of FY (S)(2)(3)(4)</td></tr><tr><td rowspan="3">Carl G. Trowell</td><td>2/6/2014 (5)</td><td>31/12/2016</td><td>2,500,009</td><td>—</td><td>N/A</td><td>2,500,009</td></tr><tr><td>23/2/2015</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>—</td><td>2,275,000</td><td>N/A</td><td>2,275,000</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 during the three-year period ended 31 December 2016 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 Atwood Oceanics, Inc., Diamond Offshore Drilling, Inc., Helmerich & Payne, Inc., Nabors Industries Ltd., Noble Corporation, Rowan Companies plc, SeaDrill Ltd 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 2014 and ending 31 December 2016 was paid in shares in March 2017.



## Directors' remuneration report (continued)

## Payments to former director

Mr. Rabun retired as our CEO and President in June 2014 and continued to be employed by the company and to serve as Chairman of the Board until 18 May 2015. In connection with his retirement, the company entered into a Restated and Superseding Employment Agreement ("Employment Agreement"). The Employment Agreement provides for certain benefits upon termination. For a description of Mr. Rabun's agreement, please refer to the discussion under "Employment Agreements and Potential Post-Termination Payments" within CD&A in the company's proxy statement filed with the U.S. Securities and Exchange Commission on 3 April 2015. Pursuant to the terms of his Employment Agreement, Mr. Rabun received 8,147 shares on 6 March 2017 in payment for performance unit awards granted to him in 2014 for the performance period beginning 1 January 2014 and ending 31 December 2016. Mr. Rabun's performance unit awards were paid on a prorated basis to reflect the amount of time Mr. Rabun was employed by the company during the respective performance period.

## Remuneration of non-executive directors

The Current Remuneration Policy, which was approved at the Meeting on 19 May 2014, will apply until the 2017 Annual General Meeting of Shareholders to be held on 22 May 2017. 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. Fee increases, if applicable, are normally effective from on or around 1 June. The Board considers pay data at our compensation peer group companies. The Chairman of the Board, any Lead Director and the chairs of the Audit, Compensation and Nominating and Governance Committees receive additional retainers. No eligibility for bonuses or retirement benefits. Compensation includes an element of stock-based compensation that is not subject to performance tests.</td><td>No prescribed maximum annual increase.</td></tr><tr><td>Benefits</td><td>Travel to the company&#x27;s registered office.</td><td>Accommodation costs are recognised as a taxable benefit. 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 2016 and 2015 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>2016</td><td>115,000</td><td>12,185</td><td>200,016</td><td>327,201</td></tr><tr><td>2015</td><td>115,000</td><td>23,930</td><td>250,052</td><td>388,982</td></tr><tr><td rowspan="2">Roxanne J. Decyk</td><td>2016</td><td>100,000</td><td>12,368</td><td>200,016</td><td>312,384</td></tr><tr><td>2015</td><td>100,000</td><td>22,930</td><td>250,052</td><td>372,982</td></tr><tr><td rowspan="2">Mary E. Francis CBE</td><td>2016</td><td>100,000</td><td>3,010</td><td>200,016</td><td>303,026</td></tr><tr><td>2015</td><td>100,000</td><td>12,689</td><td>250,052</td><td>362,741</td></tr><tr><td rowspan="2">C. Christopher Gaut</td><td>2016</td><td>100,000</td><td>1,282</td><td>200,016</td><td>301,298</td></tr><tr><td>2015</td><td>100,000</td><td>13,811</td><td>250,052</td><td>363,863</td></tr></table>



## Directors' remuneration report (continued)

## Non-Executive Directors Compensation - Table C (continued)

<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">Gerald W. Haddock</td><td>2016</td><td>100,000</td><td>12,419</td><td>200,016</td><td>312,435</td></tr><tr><td>2015</td><td>100,000</td><td>24,297</td><td>250,052</td><td>374,349</td></tr><tr><td rowspan="2">Francis S. Kalman</td><td>2016</td><td>100,000</td><td>13,200</td><td>200,016</td><td>313,216</td></tr><tr><td>2015</td><td>100,000</td><td>23,726</td><td>250,052</td><td>373,778</td></tr><tr><td rowspan="2">Keith O. Rattie</td><td>2016</td><td>120,000</td><td>12,314</td><td>200,016</td><td>332,330</td></tr><tr><td>2015</td><td>120,000</td><td>23,846</td><td>250,052</td><td>393,898</td></tr><tr><td rowspan="2">Paul E. Rowsey, III</td><td>2016</td><td>211,250</td><td>9,062</td><td>275,025</td><td>495,337</td></tr><tr><td>2015</td><td>209,451</td><td>19,832</td><td>325,026</td><td>554,309</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 2016 and 2015 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>2016</td><td>2015</td></tr><tr><td>J. Roderick Clark</td><td>$ 1,979</td><td>$ 6,446</td></tr><tr><td>Roxanne J. Decyk</td><td>$ 2,162</td><td>$ 5,906</td></tr><tr><td>Mary E. Francis CBE</td><td>$ 774</td><td>$ 3,504</td></tr><tr><td>C. Christopher Gaut</td><td>$ 246</td><td>$ 5,366</td></tr><tr><td>Gerald W. Haddock</td><td>$ 2,213</td><td>$ 6,813</td></tr><tr><td>Francis S. Kalman</td><td>$ 2,994</td><td>$ 6,442</td></tr><tr><td>Keith O. Rattie</td><td>$ 2,108</td><td>$ 6,362</td></tr><tr><td>Paul E. Rowsey, III</td><td>$ 7,697</td><td>$ 9,945</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.



## Directors' remuneration report (continued)

## 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 2016 for each director serving on the Board during 2016:

<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 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 rowspan="4">Carl G. Trowell</td><td>2/6/2014</td><td>2/6/2017</td><td>76,176</td><td>—</td><td>—</td><td>52.51</td><td>N/A</td><td>N/A</td><td>76,176</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>31,740</td><td>—</td><td>15,870</td><td>52.51</td><td>9.38</td><td>148,861</td><td>15,870</td></tr><tr><td>23/2/2015</td><td>23/2/2018</td><td>87,261</td><td>—</td><td>29,087</td><td>28.65</td><td>8.66</td><td>251,893</td><td>58,174</td></tr><tr><td>3/3/2016</td><td>3/3/2019</td><td>—</td><td>228,729</td><td>—</td><td>10.93</td><td>N/A</td><td>N/A</td><td>228,729</td></tr><tr><td rowspan="4">J. Roderick Clark</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td rowspan="4">Roxanne J. Decyk</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td rowspan="4">Mary E. Francis CBE</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td rowspan="4">C. Christopher Gaut</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td rowspan="4">Gerald W. Haddock</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td rowspan="4">Francis S. Kalman</td><td>3/6/2013</td><td>3/6/2016</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr></table>



## Directors' remuneration report (continued)

## Time-vested Restricted Shares - Table D (continued)

<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 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 rowspan="4">Keith O. Rattie</td><td>3/6/2013</td><td>3/6/2016(4)</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td>2/6/2014</td><td>2/6/2017(4)</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td>1/6/2015</td><td>1/6/2018(4)</td><td>10,686</td><td>—</td><td>3,562</td><td>23.40</td><td>9.65</td><td>34,373</td><td>7,124</td></tr><tr><td>1/6/2016</td><td>1/6/2019(4)</td><td>—</td><td>20,727</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>20,727</td></tr><tr><td>Paul E. Rowsey, III</td><td>3/6/2013</td><td>3/6/2016(4)</td><td>1,378</td><td>—</td><td>1,378</td><td>60.51</td><td>9.34</td><td>12,871</td><td>—</td></tr><tr><td></td><td>2/6/2014</td><td>2/6/2017(4)</td><td>3,174</td><td>—</td><td>1,587</td><td>52.51</td><td>9.38</td><td>14,886</td><td>1,587</td></tr><tr><td></td><td>1/6/2015</td><td>1/6/2018(4)</td><td>13,890</td><td>—</td><td>4,630</td><td>23.40</td><td>9.65</td><td>44,680</td><td>9,260</td></tr><tr><td></td><td>1/6/2016</td><td>1/6/2019(4)</td><td>—</td><td>28,500</td><td>—</td><td>9.65</td><td>N/A</td><td>N/A</td><td>28,500</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 2013 and 2016 vest (restrictions lapse) at a rate of 33% each year over a three-year period or upon retirement from the Board.

## 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 respect to 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 2016.



## Directors' remuneration report (continued)

## Directors' interest in shares - Table F

The interest of the current directors in office as of 31 December 2016 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 December 2016</td><td>Unrestricted Shares held as of 31 December 2016</td><td>Vested Unexercised Options held as of 31 December 2016</td><td>Unearned Performance Unit Awards held as of 31 December 2016(1)</td><td>Total Awards held as of 31 December 2016</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>378,949</td><td>34,438</td><td>—</td><td>363,600</td><td>776,987</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>29,438</td><td>28,971</td><td>—</td><td>—</td><td>58,409</td></tr><tr><td>Roxanne J. Decyk</td><td>29,438</td><td>9,335</td><td>—</td><td>—</td><td>38,773</td></tr><tr><td>Mary E. Francis CBE</td><td>29,438</td><td>3,588</td><td>—</td><td>—</td><td>33,026</td></tr><tr><td>C. Christopher Gaut</td><td>29,438</td><td>34,998</td><td>—</td><td>—</td><td>64,436</td></tr><tr><td>Gerald W. Haddock</td><td>29,438</td><td>36,354</td><td>—</td><td>—</td><td>65,792</td></tr><tr><td>Francis S. Kalman</td><td>29,438</td><td>29,810</td><td>—</td><td>—</td><td>59,248</td></tr><tr><td>Keith O. Rattie</td><td>29,438</td><td>26,969</td><td>—</td><td>—</td><td>56,407</td></tr><tr><td>Paul E. Rowsey, III</td><td>39,347</td><td>45,914</td><td>—</td><td>—</td><td>85,261</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 2016.

## 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 2016 and 2015.

<table><tr><td rowspan="2"></td><td>Chief Executive Officer</td><td>Employees</td></tr><tr><td>Percentage Change (2016 vs 2015)</td><td>Percentage Change (2016 vs 2015) \( ^{(1)} \)</td></tr><tr><td>Salary</td><td>— %</td><td>0.7 %</td></tr><tr><td>Taxable Benefits</td><td>(14.7)% \( ^{(2)} \)</td><td>(22.0)% \( ^{(2)} \)</td></tr><tr><td>Annual Incentives</td><td>(7.2)%</td><td>14.6 %</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) Mr. Trowell is a UK resident and does not receive overseas allowances. Taxable benefits for Mr. Trowell consist of: dividends paid during 2016 on restricted share awards; dividends for the 2014-2016 performance unit awards; payments in lieu of profit share/matching contributions; group term life insurance; and tax preparation fees. Taxable benefits for employees consist primarily of: dividends paid during 2016 on restricted share awards; dividends for the 2014-2016 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 2016 and 2015.

<table><tr><td></td><td>2016</td><td>2015</td><td>Percentage Change</td></tr><tr><td>Employee Pay</td><td>$ 627,300,000</td><td>$ 850,000,000</td><td>(26)%</td></tr><tr><td>Dividend Payments</td><td>$ 11,600,000</td><td>$ 141,200,000</td><td>(92)%</td></tr><tr><td>Capital Expenditures \( ^{(1)} \)</td><td>$ 322,200,000</td><td>$ 1,619,500,000</td><td>(80)%</td></tr></table>

(1) Capital Expenditures consist of expenditures on new rig construction, rig enhancement and minor upgrades and improvements.



## Directors' remuneration report (continued)

## Implementation statement (Period from 1 January 2017 to 22 May 2017)

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.

## 2017 ECIP Awards

The ECIP awards were implemented in line with the Current Remuneration Policy.

For the 2017 plan year, the Board approved three performance bands (threshold, target and maximum) for each of the measures under the ECIP. The 2017 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>30%</td></tr><tr><td>Backlog Days \( ^{(2)} \)</td><td>10%</td></tr><tr><td>DSO</td><td>10%</td></tr><tr><td>Safety (TRIR)</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 turnover and subtracting contract drilling expenses and general and administrative expenses, excluding amortisation.

(2) Backlog is calculated based on the aggregate number of contracted days in our drilling contracts, excluding unexercised options to extend drilling contracts.

In light of the company’s focus on increasing backlog in 2017 and the expected continuing challenging market conditions, the Board elected to replace EPS with Backlog Days as an ECIP performance measure. Additionally, the Floaters and Jackups downtime metrics were increased by 5% each with an offsetting decline to the weighting for EBITDA. The changes to the 2017 ECIP metrics and weightings were made with the objective of placing focus on balance sheet health 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 the Company to emerge from the current downturn better positioned to succeed.

Following consideration of compensation data presented by Pearl Meyer, the Board approved the following target incentive opportunities for the executive director for 2017:

<table><tr><td rowspan="2">Name</td><td colspan="3">2017 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>

## 2017 LTIP Awards

LTIP Awards were implemented in line with the Current Remuneration Policy.



## Directors' remuneration report (continued)

## Implementation statement (Period from 1 January 2017 to 22 May 2017) (continued)

## 2017 LTIP Awards (continued)

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">2017 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</td><td>7 of 9</td><td>5 of 9</td><td>1 of 9</td></tr><tr><td></td><td>Award Multiplier</td><td>0.50</td><td>1.00</td><td>2.00</td></tr><tr><td>Relative ROCE</td><td>Rank</td><td>7 of 9</td><td>5 of 9</td><td>1 of 9</td></tr><tr><td></td><td>Award Multiplier</td><td>0.50</td><td>1.00</td><td>2.00</td></tr></table>

The performance unit awards granted in 2017 consist of two types of performance unit awards for the performance period beginning 1 January 2017 and ending 31 December 2019: performance unit awards based on Relative TSR and performance units awards based on our Relative ROCE. The 2017 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 2017 performance unit awards are denominated and settled in cash.

## 2017 Retention Awards

Under the Current Remuneration Policy, the Board reserves the right to make payments outside the policy in exceptional circumstances 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. The Board considered such exceptional circumstances to include significant declines in the value of unvested equity held by the executive officers of the company (including the executive director), solicitation of the executive officers by other potential employers and the significant financial and operating costs to the company of replacing departing executive officers. Accordingly, the Board determined that additional measures were required to ensure the continuity of leadership during the current industry downturn to position the company to succeed when the offshore drilling industry recovers. The Board considered the reduced cost to other companies of buying out any of our executive officers due to reduced value of unvested equity holdings and recent retention awards made by peer group companies and reviewed the potential financial and operating costs and complexity of replacing departing executive officers in determining the need for a retention vehicle. Based upon this evaluation, the Board determined in March 2017 that cash retention awards would provide an appropriate retention incentive. Given that in excess of 70% of our executive director's total compensation is composed of long-term equity incentives, cash-based retention awards were considered more appropriate since they provide less overlap with existing executive director compensation programmes.

Pursuant to the retention award, Mr. Trowell, our executive director, will earn (i) £900,000 if he remains employed through 31 December 2017 and (ii) an additional £900,000 if he remains employed through 31 December 2018. If termination occurs without cause or Mr. Trowell resigns for good reason within two years following a change of control, or upon death or permanent and total disability, then payment of the full amount of retention award is accelerated. If Mr. Trowell is terminated for cause or voluntarily resigns, any unearned tranche of the retention award is forfeited. If Mr. Trowell is terminated by the company for any other reason on or prior to 31 December 2017, then payment in full of the first tranche of the retention award and a pro rated portion of the second tranche is accelerated. If Mr. Trowell is terminated by the company for any other reason after 31 December 2017, but prior to 31 December 2018, then payment in full of the second tranche of the retention award is accelerated.

## Implementation statement (Period from 22 May 2017 to 31 December 2017)

## 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 Remuneration Policy subject to a binding vote by shareholders during the Annual General Meeting of Shareholders to be held on 22 May 2017 (the "New Remuneration Policy").



## Directors' remuneration report (continued)

## Implementation statement (Period from 22 May 2017 to 31 December 2017) (continued)

## 2017 ECIP Awards

The ECIP awards were implemented in line with the New Remuneration Policy. Actual targets have not been disclosed due to commercial sensitivity. These will be disclosed next year.

## 2017 LTIP Awards

LTIP awards were implemented in line with the New Remuneration Policy.

## 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 23 May 2016, we received 124,576,478 votes in favour of our Directors' remuneration report, 41,713,110 votes in opposition and 1,591,600 abstentions, for total support of 75% of the votes cast on the proposal.

The Board considered the reduction in shareholder support for our Directors’ remuneration report compared with votes cast at annual general meetings in previous years and, in May 2016, our Compensation Committee recommended certain changes to non-executive director compensation. As a result of this recommendation, the Board reduced the value of the annual grant of equity compensation awarded to each of our non-executive directors by $50,000 effective 1 June 2016. Consequently, in 2016 our independent Chairman of the Board received a restricted share unit award of $275,000 and each of our other non-executive directors received a restricted share unit award of $200,000. In addition, the retainer for the Nominating and Governance Committee Chair was reduced by $5,000 effective 1 June 2016.

We did not make any other significant changes to our 2016 director compensation programmes further to comments or feedback expressed by shareholders on any aspects of remuneration.

Please see "2017 implementation statement" above for a description of other compensation changes being implemented in 2017.

The Directors’ remuneration report was approved by the Board of Directors on 24 March 2017 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, THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS

The directors are responsible for preparing the Annual Report, the Directors' Report and the 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 parent 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 parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They 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

We have audited the financial statements of Ensco plc for the year ended 31 December 2016 set out on pages 33 to 78. The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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.

## Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement set out on page 31, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

## Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate.

## Opinion on financial statements

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 2016 and of the group’s profit for the year then ended;

• have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

## Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

- the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

- the information given in the Strategic Report and the Directors’ Report for the financial year is consistent with the financial statements.

Based solely on the work required to be undertaken in the course of the audit of the financial statements and from reading the Strategic Report and the Directors’ Report:

• we have not identified material misstatements in those reports; and

• in our opinion, those reports have been prepared in accordance with the Companies Act 2006.

## Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us 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.

/s/ David Derbyshire

David Derbyshire (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

37 Albyn Place

Aberdeen

AB10 1JB

24 March 2017



## Consolidated Profit and Loss Account for the year ended 31 December 2016

<table><tr><td></td><td>Note</td><td>2016</td><td>2015</td></tr><tr><td>Turnover</td><td>3</td><td>$ millions</td><td>$ millions</td></tr><tr><td>Cost of sales</td><td></td><td></td><td></td></tr><tr><td>Contract drilling expense</td><td></td><td>(1,305.1)</td><td>(1,904.9)</td></tr><tr><td>Depreciation and amortisation</td><td></td><td>(471.1)</td><td>(1,143.8)</td></tr><tr><td></td><td></td><td>(1,776.2)</td><td>(3,048.7)</td></tr><tr><td>Gross profit</td><td></td><td>1,000.2</td><td>1,034.2</td></tr><tr><td>General and administrative expenses</td><td></td><td>(100.8)</td><td>(118.4)</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>12</td><td>-</td><td>(4,485.6)</td></tr><tr><td>Other operating income/(expense), net</td><td>4</td><td>2.2</td><td>(2.6)</td></tr><tr><td>Operating profit/(loss)</td><td></td><td>901.6</td><td>(3,572.4)</td></tr><tr><td>Interest receivable and similar income*</td><td>8</td><td>321.7</td><td>22.2</td></tr><tr><td>Interest payable and other similar items</td><td>9</td><td>(299.0)</td><td>(250.4)</td></tr><tr><td>Profit/(loss) on ordinary activities before taxation</td><td></td><td>924.3</td><td>(3,800.6)</td></tr><tr><td>Tax on profit/(loss) on ordinary activities</td><td>10</td><td>(79.1)</td><td>13.7</td></tr><tr><td>Profit/(loss) for financial year</td><td></td><td>845.2</td><td>(3,786.9)</td></tr><tr><td>Profit/(loss) 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>838.3</td><td>(3,795.8)</td></tr><tr><td>Minority interests</td><td>21</td><td>6.9</td><td>8.9</td></tr><tr><td>Total profit/(loss) for financial year</td><td></td><td>845.2</td><td>(3,786.9)</td></tr><tr><td>Earnings/(loss) per share</td><td></td><td></td><td></td></tr><tr><td>Basic earnings/(loss) per share</td><td></td><td>2.94</td><td>(16.36)</td></tr><tr><td>Diluted earnings/(loss) per share</td><td></td><td>2.94</td><td>(16.36</td></tr></table>

All of the results above are derived from continuing operations.

* Interest receivable and similar income includes a $287.8 million (2015: $nil) gain arising on extinguishment of debt.

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



## Consolidated Other Comprehensive Income/Loss for the year ended 31 December 2016

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Income/(loss) for financial year</td><td>845.2</td><td>(3,786.9)</td></tr><tr><td>Other comprehensive (loss)/income</td><td></td><td></td></tr><tr><td>Foreign exchange on translation of foreign operations</td><td>(0.4)</td><td>2.0</td></tr><tr><td>Other comprehensive (loss)/income for the year</td><td>(0.4)</td><td>2.0</td></tr><tr><td>Total other comprehensive income/(loss) attributable to:</td><td></td><td></td></tr><tr><td>Shareholders of the parent company</td><td>837.9</td><td>(3,793.8)</td></tr><tr><td>Minority interests</td><td>6.9</td><td>8.9</td></tr><tr><td></td><td>844.8</td><td>(3,784.9)</td></tr></table>

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



<table><tr><td></td><td>Note</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Fixed assets</td><td></td><td></td><td></td></tr><tr><td>Intangible assets</td><td></td><td>-</td><td>5.4</td></tr><tr><td>Tangible fixed assets</td><td>12</td><td>7,200.9</td><td>7,398.0</td></tr><tr><td></td><td></td><td>7,200.9</td><td>7,403.4</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Stocks</td><td>14</td><td>225.2</td><td>235.3</td></tr><tr><td>Debtors (including $84.0 million (2015: $128.1 million) due after more than one year)</td><td>15</td><td>556.0</td><td>882.6</td></tr><tr><td>Investments</td><td>13</td><td>1,442.6</td><td>1,180.0</td></tr><tr><td>Cash and cash equivalents</td><td></td><td>1,159.7</td><td>121.3</td></tr><tr><td></td><td></td><td>3,383.5</td><td>2,419.2</td></tr><tr><td>Creditors: amounts falling due within one year</td><td>16</td><td>(837.0)</td><td>(757.1)</td></tr><tr><td>Net current assets</td><td></td><td>2,546.5</td><td>1,662.1</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>9,747.4</td><td>9,065.5</td></tr><tr><td>Creditors: amounts falling due after more than one year</td><td>17</td><td>(5,390.2)</td><td>(6,163.7)</td></tr><tr><td>Provisions for liabilities</td><td>18</td><td>(165.5)</td><td>(172.5)</td></tr><tr><td>Net assets</td><td></td><td>4,191.7</td><td>2,729.3</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>31.1</td><td>24.4</td></tr><tr><td>Other reserves</td><td></td><td>4,156.2</td><td>2,700.6</td></tr><tr><td></td><td></td><td>4,187.3</td><td>2,725.0</td></tr><tr><td>Minority interests</td><td>21</td><td>4.4</td><td>4.3</td></tr><tr><td>Shareholders&#x27; funds</td><td></td><td>4,191.7</td><td>2,729.3</td></tr></table>

These financial statements were approved by the board of directors on 24 March 2017 and were signed on its behalf by:

/s/ Carl G. Trowell

Carl G. Trowell
Director, Chief Executive Officer
and President

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



<table><tr><td></td><td>Note</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Fixed assets</td><td></td><td></td><td></td></tr><tr><td>Investment</td><td>13</td><td>6,959.5</td><td>6,959.5</td></tr><tr><td></td><td></td><td>6,959.5</td><td>6,959.5</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Debtors (including $1,647.8 million (2015: $1,389.0 million)</td><td>15</td><td>2,101.3</td><td>2,216.9</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>1,170.6</td><td>1,180.0</td></tr><tr><td>Cash at bank and in hand</td><td></td><td>892.6</td><td>94.0</td></tr><tr><td></td><td></td><td>4,164.5</td><td>3,490.9</td></tr><tr><td>Creditors: amounts falling due within one year</td><td>16</td><td>(230.6)</td><td>(62.9)</td></tr><tr><td>Net current assets</td><td></td><td>3,933.9</td><td>3,428.0</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>10,893.4</td><td>10,387.5</td></tr><tr><td>Creditors: amounts falling due after more than one year</td><td>17</td><td>(4,316.0)</td><td>(4,534.1)</td></tr><tr><td>Net assets</td><td></td><td>6,577.4</td><td>5,853.4</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>31.1</td><td>24.4</td></tr><tr><td>Other reserves</td><td></td><td>6,546.3</td><td>5,829.0</td></tr><tr><td>Shareholders&#x27; funds</td><td></td><td>6,577.4</td><td>5,853.4</td></tr></table>

These financial statements were approved by the board of directors on 24 March 2017 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 on pages 41 to 78 form an integral part of these financial statements.



<table><tr><td></td><td>2016</td><td>2015</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>Profit/(loss) for financial year</td><td>845.2</td><td>(3,786.9)</td></tr><tr><td>Adjustments for:</td><td></td><td></td></tr><tr><td>Depreciation</td><td>471.1</td><td>496.3</td></tr><tr><td>Interest payable and other similar items</td><td>299.0</td><td>250.4</td></tr><tr><td>Interest receivable and similar income*</td><td>(321.7)</td><td>(22.2)</td></tr><tr><td>Tax expense/(benefit)</td><td>79.1</td><td>(13.7)</td></tr><tr><td>Share-based compensation cost</td><td>39.6</td><td>40.1</td></tr><tr><td>Other amortisation</td><td>(20.5)</td><td>(1.4)</td></tr><tr><td>Bad debt provision</td><td>(5.7)</td><td>24.1</td></tr><tr><td>(Gain)/loss on sales of tangible fixed assets</td><td>(2.2)</td><td>2.6</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>-</td><td>4,485.6</td></tr><tr><td>Goodwill amortisation</td><td>-</td><td>647.5</td></tr><tr><td></td><td>1,383.9</td><td>2,122.4</td></tr><tr><td>Decrease in creditors</td><td>(322.2)</td><td>(369.4)</td></tr><tr><td>Decrease in debtors</td><td>322.8</td><td>330.4</td></tr><tr><td>Decrease/(increase) in stocks</td><td>15.5</td><td>(13.8)</td></tr><tr><td>Decrease in provisions</td><td>(4.9)</td><td>(22.9)</td></tr><tr><td>Other, net</td><td>(1.9)</td><td>(22.1)</td></tr><tr><td></td><td>9.3</td><td>(97.8)</td></tr><tr><td>Taxation paid</td><td>(56.4)</td><td>(97.3)</td></tr><tr><td>Net cash inflow from operating activities</td><td>1,336.8</td><td>1,927.3</td></tr><tr><td>Cash flows from investing activities</td><td></td><td></td></tr><tr><td>Purchase of investments</td><td>(2,474.6)</td><td>(1,780.0)</td></tr><tr><td>Payments to acquire tangible fixed assets</td><td>(276.5)</td><td>(1,534.0)</td></tr><tr><td>Receipts from maturities of investments</td><td>2,212.0</td><td>1,357.3</td></tr><tr><td>Interest received</td><td>9.2</td><td>8.9</td></tr><tr><td>Receipts from sales of tangible fixed assets</td><td>16.1</td><td>5.7</td></tr><tr><td>Net cash outflow from investing activities</td><td>(513.8)</td><td>(1,942.1)</td></tr><tr><td>Cash flows from financing activities</td><td></td><td></td></tr><tr><td>Repayment of long-term borrowings</td><td>(863.9)</td><td>(1,072.5)</td></tr><tr><td>Proceeds from new loan</td><td>849.5</td><td>1,078.7</td></tr><tr><td>Proceeds from equity issuance</td><td>585.5</td><td>-</td></tr><tr><td>Interest paid</td><td>(310.5)</td><td>(336.7)</td></tr><tr><td>Debt financing costs</td><td>(23.4)</td><td>(10.5)</td></tr><tr><td>Cash dividends paid</td><td>(11.6)</td><td>(141.2)</td></tr><tr><td>Premium paid on redemption of debt</td><td>-</td><td>(30.3)</td></tr><tr><td>Repurchase of own shares</td><td>(2.0)</td><td>(4.8)</td></tr><tr><td>Other</td><td>(6.8)</td><td>(11.1)</td></tr><tr><td>Net cash inflow/(outflow) from financing activities</td><td>216.8</td><td>(528.4)</td></tr><tr><td>Increase/(decrease) in cash and cash equivalents</td><td>1,039.8</td><td>(543.2)</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>121.3</td><td>664.8</td></tr><tr><td>Effect of exchange rate changes on cash</td><td>(1.4)</td><td>(0.3)</td></tr><tr><td>Cash and cash equivalents at year end</td><td>1,159.7</td><td>121.3</td></tr></table>

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



<table><tr><td></td><td>2016</td><td>2015</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>Profit/(loss) for the financial year</td><td>121.8</td><td>(218.8)</td></tr><tr><td>Adjustments for:</td><td></td><td></td></tr><tr><td>Interest receivable and similar income</td><td>(338.2)</td><td>(36.4)</td></tr><tr><td>Interest payable and other similar items</td><td>180.9</td><td>205.9</td></tr><tr><td>Share-based compensation cost</td><td>15.4</td><td>19.2</td></tr><tr><td>Depreciation</td><td>-</td><td>0.2</td></tr><tr><td></td><td>(20.1)</td><td>(29.9)</td></tr><tr><td>(Decrease)/increase in creditors</td><td>(11.5)</td><td>7.2</td></tr><tr><td>Other, net</td><td>(2.4)</td><td>(1.0)</td></tr><tr><td></td><td>(13.9)</td><td>6.2</td></tr><tr><td>Net cash outflow from operating activities</td><td>(34.0)</td><td>(23.7)</td></tr><tr><td>Cash flows from investing activities</td><td></td><td></td></tr><tr><td>Receipts from maturities of investments</td><td>2,212.0</td><td>712.0</td></tr><tr><td>Purchase of investments</td><td>(2,202.6)</td><td>(1,180.0)</td></tr><tr><td>Decrease/(increase) in revolver receivable from affiliate</td><td>361.8</td><td>(777.0)</td></tr><tr><td>Increase in notes receivable from affiliates</td><td>(243.4)</td><td>-</td></tr><tr><td>Interest received</td><td>108.8</td><td>36.6</td></tr><tr><td>Decrease in amounts due from affiliates</td><td>8.6</td><td>1,334.8</td></tr><tr><td>Net cash inflow from investing activities</td><td>245.2</td><td>126.4</td></tr><tr><td>Cash flows from financing activities</td><td></td><td></td></tr><tr><td>Proceeds from new loan</td><td>-</td><td>1,078.7</td></tr><tr><td>Repayment of long-term borrowings</td><td>(629.8)</td><td>(1,000.0)</td></tr><tr><td>Increase in notes payable to affiliates</td><td>622.4</td><td>-</td></tr><tr><td>Issuance of share capital</td><td>585.5</td><td>-</td></tr><tr><td>Proceeds from issue of derivative liability</td><td>227.1</td><td>-</td></tr><tr><td>Interest paid</td><td>(181.2)</td><td>(162.2)</td></tr><tr><td>Debt financing costs</td><td>(23.7)</td><td>(10.5)</td></tr><tr><td>Cash dividends paid</td><td>(11.6)</td><td>(141.2)</td></tr><tr><td>Increase/(decrease) in amounts due to affiliates</td><td>0.9</td><td>(28.7)</td></tr><tr><td>Repurchase of own shares</td><td>(2.2)</td><td>(4.8)</td></tr><tr><td>Premium paid on redemption of debt</td><td>-</td><td>(27.3)</td></tr><tr><td>Net cash inflow/(outflow) from financing activities</td><td>587.4</td><td>(296.0)</td></tr><tr><td>Increase/(decrease) in cash and cash equivalents</td><td>798.6</td><td>(193.3)</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>94.0</td><td>287.3</td></tr><tr><td>Cash and cash equivalents at year end</td><td>892.6</td><td>94.0</td></tr></table>

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



## Consolidated Statement of Changes in Equity for the year ended 31 December 2016

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 \( millions</td><td>Minority interests \) 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>838.3</td><td>838.3</td><td>6.9</td><td>845.2</td></tr><tr><td>Other comprehensive (loss)/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>(0.4)</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>

Year ended 31 December 2015

<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 \( millions</td><td>Minority interests \) millions</td><td>Total equity \( millions</td></tr><tr><td>At beginning of year</td><td>24.2</td><td>188.2</td><td>1,501.3</td><td>(59.0)</td><td>3,718.0</td><td>1,251.6</td><td>6,624.3</td><td>7.9</td><td>6,632.2</td></tr><tr><td>Total comprehensive loss for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(3,795.8)</td><td>(3,795.8)</td><td>8.9</td><td>(3,786.9)</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>2.0</td><td>-</td><td>2.0</td><td>-</td><td>2.0</td></tr><tr><td>Total comprehensive loss for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>2.0</td><td>(3,795.8)</td><td>(3,793.8)</td><td>8.9</td><td>(3,784.9)</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>(141.2)</td><td>(141.2)</td><td>(12.5)</td><td>(153.7)</td></tr><tr><td>Shares issued for share-based compensation plans, net</td><td>0.2</td><td>-</td><td>-</td><td>(0.2)</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(4.6)</td><td>-</td><td>-</td><td>(4.6)</td><td>-</td><td>(4.6)</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>40.3</td><td>-</td><td>40.3</td><td>-</td><td>40.3</td></tr><tr><td>At end 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></table>

The accompanying notes on pages 41 to 78 form an integral part of these financial statements.



## Company Statement of Changes in Equity for the year ended 31 December 2016

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 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><tr><td>Year ended 31 December 2015</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>24.2</td><td>184.6</td><td>1,501.3</td><td>(56.4)</td><td>2,971.3</td><td>1,573.8</td><td>6,198.8</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></tr><tr><td>Loss for the financial year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(218.8)</td><td>(218.8)</td></tr><tr><td>Total comprehensive loss for the year</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>(218.8)</td><td>(218.8)</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>(141.2)</td><td>(141.2)</td></tr><tr><td>Shares issued for share-based compensation plans, net</td><td>0.2</td><td>-</td><td>-</td><td>(0.2)</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Repurchase of own shares</td><td>-</td><td>-</td><td>-</td><td>(4.6)</td><td>-</td><td>-</td><td>(4.6)</td></tr><tr><td>Share-based compensation cost</td><td>-</td><td>-</td><td>-</td><td>-</td><td>19.2</td><td>-</td><td>19.2</td></tr><tr><td>At end 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></table>

The accompanying notes on pages 41 to 78 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 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 parent 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 our balance sheet, our $3.6 billion of contractual backlog as of 31 December 2016 and $2.25 billion available under our revolving credit facility, 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 2016. A subsidiary is an entity that is controlled by the company. The purchase method of accounting has been adopted. 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.

## 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 items. 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 items in the group’s consolidated profit and loss account.



## Notes (continued)

## 1 Significant accounting policies (continued)

## 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 (loss)/profit 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.

## Goodwill

Goodwill arising from an acquisition is capitalised, classified as an asset 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 goodwill is four years and seven months. Goodwill is stated at cost less any accumulated amortisation. Goodwill amortisation is included in depreciation and amortisation in the profit and loss account. Goodwill was fully amortised during 2015.

## Impairment of 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. Fixed assets held for sale are recorded at the lower of net book value or net realisable value. 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.



## Notes (continued)

## 1 Significant accounting policies (continued)

## 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.

In certain countries in which the group operates, sales, use, value-added, gross receipts and excise tax may be assessed by the local government on the group’s turnover. The group generally records tax-assessed turnover transactions on a net basis in its consolidated profit and loss account.

## Interest receivable and similar income/interest payable and similar charges

Interest receivable and similar income include interest receivable on funds invested, gain on extinguishment of debt, net derivative instrument gains, and net foreign exchange gains that are recognised in the profit and loss account.

Interest payable and similar charges 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.



## Notes (continued)

## 1 Significant accounting policies (continued)

## 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 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 on ordinary activities 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 on ordinary activities in the year that the intercompany rig sale occurs. A corresponding deferred tax asset is also recognised and amortised over the remaining useful life of the related rig along with the tax effect of any reversing temporary differences resulting from the transfers.

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.



## Notes (continued)

## 1 Significant accounting policies (continued)

## 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. The amount of compensation cost recognised in our consolidated profit and loss account is based on the awards ultimately expected to vest and, therefore, reduced for estimated forfeitures. All changes in estimated forfeitures are based on historical experience and are recognised as a cumulative adjustment to compensation cost in the period in which they 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 items 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.

## 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.



## Notes (continued)

## 1 Significant accounting policies (continued)

## 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.

## Minority interests

Local third parties hold an interest in certain of the group’s subsidiaries. These interests are presented as minority 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 UK requires us to make estimates, judgements 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 judgements 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 judgements regarding estimates in matters that are inherently uncertain. Our critical accounting policies are those related to drilling rigs and equipment, impairment of drilling rigs and equipment and income taxes.



## 2 Critical accounting policies and estimates (continued)

## Drilling rigs and equipment

As of 31 December 2016, the carrying value of our drilling rigs and equipment totaled $7.2 billion, which represented 68% of total assets. This carrying value reflects the application of our drilling rigs and equipment accounting policies, which incorporate our estimates, judgements and assumptions relative to the capitalised costs, useful lives and salvage values of our drilling rigs.

We develop and apply drilling rigs and equipment 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, judgements and assumptions relative to the nature of, and benefits from, expenditures on our assets. We establish drilling rigs and equipment accounting policies that are designed to depreciate our assets over their estimated useful lives. The judgements and assumptions used in determining the useful lives of our drilling rigs and equipment reflect both historical experience and expectations regarding future operations, utilisation and performance of our assets. The use of different estimates, judgements and assumptions in the establishment of our drilling rigs and equipment accounting policies, especially those involving the useful lives of our drilling 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 drilling rigs on a periodic basis, considering operating condition, functional capability and market and economic factors.

On 31 December 2015, we evaluated our current judgements and assumptions used in determining the useful lives of our drilling rigs. We considered both historical experience and expectations of future operations, utilisation and performance of our assets based on recent changes in the current market environment. As a result, we reduced the useful lives of certain floaters and jackups effective 1 January 2016.

## Impairment of drilling rigs and equipment

During the year ended 31 December 2015, we recorded a pre-tax, non-cash loss on impairment of drilling rigs and equipment of $4.5 billion. See note 12 for additional information on our drilling rigs and equipment impairment.

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 drilling rigs may not be recoverable. Generally, extended periods of idle time and/or inability to contract drilling rigs at economical rates are an indication that a rig may be impaired. Impairment situations may arise with respect to specific individual drilling rigs, groups of drilling rigs, such as a specific type of drilling rig, or drilling rigs in a certain geographic location.

If the global economy deteriorates and/or other events or changes in circumstances indicate that the carrying value of one or more drilling rigs may not be recoverable, we may conclude that a triggering event has occurred and perform a recoverability test. If, at the time of the recoverability test, our judgements and assumptions regarding future industry conditions and operations have diminished, it is reasonably possible that we could conclude that one or more of our drilling rigs are impaired.

For drilling rigs and equipment 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, judgements 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.



## 2 Critical accounting policies and estimates (continued)

## Impairment of drilling rigs and equipment (continued)

Asset impairment evaluations are highly subjective. In most instances, they involve expectations of future cash flows to be generated by our drilling rigs, which reflect our judgements and assumptions regarding future industry conditions and operations, as well as estimates of expected utilisation levels, day rates, expense levels and capital requirements. The estimates, judgements and assumptions used in the application of our asset impairment policies reflect both historical experience and an assessment of current operational, industry, market, economic and political environments. The use of different estimates, judgements, assumptions and expectations regarding future industry conditions and operations would likely result in materially different asset carrying values and operating results.

An impairment loss is reversed for drilling rigs and equipment 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. The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies and are based on estimates, judgements 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, judgements and assumptions regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, judgements 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; and

- 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.



## Notes (continued)

## 3 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 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 income, 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>110.3</td><td>206.2</td><td>-</td><td>316.5</td><td>5.7</td><td>322.2</td></tr></table>



## Notes (continued)

## 3 Segmental information (continued)

Year ended 31 December 2015

<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>2,466.0</td><td>1,446.9</td><td>170.0</td><td>4,082.9</td><td>-</td><td>4,082.9</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>1,065.4</td><td>697.1</td><td>142.4</td><td>1,904.9</td><td>-</td><td>1,904.9</td></tr><tr><td>Depreciation and amortisation</td><td>958.0</td><td>171.2</td><td>0.2</td><td>1,129.4</td><td>14.4</td><td>1,143.8</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>2,931.0</td><td>1,554.6</td><td>-</td><td>4,485.6</td><td>-</td><td>4,485.6</td></tr><tr><td>General and administrative expenses</td><td>-</td><td>-</td><td>-</td><td>-</td><td>118.4</td><td>118.4</td></tr><tr><td>Other operating expense, net</td><td>0.8</td><td>1.8</td><td>-</td><td>2.6</td><td>-</td><td>2.6</td></tr><tr><td>Operating loss</td><td>(2,489.2)</td><td>(977.8)</td><td>27.4</td><td>(3,439.6)</td><td>(132.8)</td><td>(3,572.4)</td></tr><tr><td>Tangible fixed assets</td><td>5,983.9</td><td>1,343.1</td><td>-</td><td>7,327.0</td><td>71.0</td><td>7,398.0</td></tr><tr><td>Capital expenditures</td><td>1,176.0</td><td>434.7</td><td>-</td><td>1,610.7</td><td>8.2</td><td>1,618.9</td></tr></table>

## Information about turnover

Consolidated turnover by customer for the years ended 31 December 2016 and 2015 was as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Total (1)</td><td>13%</td><td>9%</td></tr><tr><td>BP (2)</td><td>12%</td><td>18%</td></tr><tr><td>Petrobras (3)</td><td>9%</td><td>14%</td></tr><tr><td>Other</td><td>66%</td><td>59%</td></tr><tr><td></td><td>100%</td><td>100%</td></tr></table>

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

(2) For the year ended 31 December 2016, 76%, 17% and 7% of the turnover provided by BP was attributable to our Floaters, Other and Jackups segments, respectively. For the year ended 31 December 2015, 81% of the turnover provided by BP was attributable to our Floaters segment and the remaining turnover was attributable to our Other segment.

For the year ended 31 December 2015, excluding the impact of ENSCO DS-4 lump-sum termination payments of $110.6 million, turnover from BP represented 15% of total turnover.

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



## Notes (continued)

## 3 Segmental information (continued)

## Information about turnover (continued)

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 2016 and 2015 was as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Angola (1)</td><td>552.1</td><td>586.5</td></tr><tr><td>U.S. Gulf of Mexico (2)</td><td>531.7</td><td>1,169.7</td></tr><tr><td>Brazil (3)</td><td>298.0</td><td>468.5</td></tr><tr><td>United Kingdom (4)</td><td>246.2</td><td>400.7</td></tr><tr><td>Other</td><td>1,148.4</td><td>1,457.5</td></tr><tr><td></td><td>2,776.4</td><td>4,082.9</td></tr></table>

(1) For the years ended 31 December 2016 and 2015, 87% and 88% of the 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 2016 and 2015, 82% and 85% of the turnover earned in the U.S. Gulf of Mexico, respectively, was attributable to our Floaters segment. For the years ended 31 December 2016 and 2015, 7% and 9% of turnover was attributable to our Jackups segment.

(3) For the years ended 31 December 2016 and 2015, all turnover was attributable to our Floaters segment.

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

## Information about geographic areas

As of 31 December 2016, our Floaters segment consisted of seven drillships, nine dynamically positioned semisubmersible rigs and three moored semisubmersible rigs deployed in various locations. Additionally, our Floaters segment included one ultra-deepwater drillship under construction in South Korea and one dynamically positioned semisubmersible rig which is held for sale. Our Jackups segment consisted of 38 jackup rigs, of which 36 were deployed in various locations, one was under construction in Singapore and one rig which is held for sale.

As of 31 December 2016, 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>8</td><td>16</td></tr><tr><td>Europe &amp; the Mediterranean</td><td>7</td><td>5</td><td>12</td></tr><tr><td>Asia Pacific Rim</td><td>4</td><td>7</td><td>11</td></tr><tr><td>Asia Pacific Rim (under construction)</td><td>1</td><td>1</td><td>2</td></tr><tr><td>Middle East &amp; Africa</td><td>1</td><td>11</td><td>12</td></tr><tr><td>United Kingdom</td><td>-</td><td>6</td><td>6</td></tr><tr><td>Total</td><td>21</td><td>38</td><td>59</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.



## Notes (continued)

## 3 Segmental information (continued)

## Information about geographic areas (continued)

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>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>United States</td><td>1,737.6</td><td>2,546.0</td></tr><tr><td>Spain</td><td>1,346.7</td><td>447.3</td></tr><tr><td>Singapore</td><td>802.8</td><td>492.1</td></tr><tr><td>Angola</td><td>706.9</td><td>1,301.9</td></tr><tr><td>Brazil</td><td>372.9</td><td>500.0</td></tr><tr><td>United Kingdom</td><td>294.2</td><td>344.1</td></tr><tr><td>Other countries</td><td>1,939.8</td><td>1,766.6</td></tr><tr><td></td><td>7,200.9</td><td>7,398.0</td></tr></table>

## 4 Other operating income/(expense), net

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Net profit/(loss) on disposal of drilling rigs and equipment</td><td>2.2</td><td>(2.6)</td></tr></table>

## 5 Notes to the profit and loss account

<table><tr><td>Group</td><td></td><td></td></tr><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Profit/(loss) on ordinary activities before taxation is stated after charging:</td><td>$ millions</td><td>$ millions</td></tr><tr><td>Depreciation</td><td>471.1</td><td>496.3</td></tr><tr><td>Operating lease rentals - offices and equipment</td><td>32.6</td><td>50.9</td></tr><tr><td>Amortisation of other intangibles and other assets</td><td>(20.5)</td><td>(1.4)</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>-</td><td>4,485.6</td></tr><tr><td>Amortisation of goodwill</td><td>-</td><td>647.5</td></tr><tr><td></td><td>483.2</td><td>5,678.9</td></tr></table>

Goodwill arose from the acquisition of Pride International, Inc. during 2011. The goodwill was fully amortised at 31 December 2015.

<table><tr><td>Auditors’ remuneration</td><td>2016 \( millions</td><td>2015 \) millions</td></tr><tr><td>Audit of these financial statements</td><td>0.1</td><td>0.3</td></tr><tr><td>Audit of UK subsidiary financial statements</td><td>0.1</td><td>0.2</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>2.3</td><td>2.5</td></tr><tr><td>Audit of financial statements of subsidiaries pursuant to legislation</td><td>0.4</td><td>0.4</td></tr><tr><td>Other services relating to taxation</td><td>1.0</td><td>0.1</td></tr></table>



## Notes (continued)

## 6 Remuneration of directors

Remuneration of directors

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Directors’ emoluments</td><td>2.2</td><td>5.3</td></tr><tr><td>Amounts receivable under long-term incentive schemes</td><td>5.1</td><td>7.6</td></tr><tr><td></td><td>7.3</td><td>12.9</td></tr></table>

The aggregate of emoluments and amounts receivable under long-term incentive schemes of the highest paid director was $4.3 million (2015: $4.9 million). During the year, the highest paid director received shares under a long-term incentive scheme.

<table><tr><td></td><td>2016</td><td>2015</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>9</td><td>10</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</td><td>Number of employees</td></tr><tr><td></td><td>2016</td><td>2015</td></tr><tr><td>Floaters</td><td>1,976</td><td>2,987</td></tr><tr><td>Jackups</td><td>1,818</td><td>2,324</td></tr><tr><td>Shore-based</td><td>1,242</td><td>1,522</td></tr><tr><td></td><td>5,036</td><td>6,833</td></tr></table>

The aggregate payroll costs of these persons were as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Wages and salaries</td><td>532.5</td><td>732.9</td></tr><tr><td>Share based payments</td><td>39.6</td><td>40.1</td></tr><tr><td>Savings plan contributions</td><td>35.9</td><td>46.4</td></tr><tr><td>Social security costs</td><td>19.3</td><td>27.3</td></tr><tr><td></td><td>627.3</td><td>846.7</td></tr></table>

The parent company had no employees during the year ended 31 December 2016 (2015: nil).

Key management personnel compensation in total was $24.6 million for the year ended 31 December 2016 (2015: $33.7 million).



## Notes (continued)

## 8 Interest receivable and similar income

<table><tr><td>Group</td><td>2016 \( millions</td><td>2015 \) millions</td></tr><tr><td>Gain on extinguishment of debt</td><td>287.8</td><td>-</td></tr><tr><td>Net fair value changes on derivatives</td><td>18.2</td><td>-</td></tr><tr><td>Interest receivable on cash and investments</td><td>13.8</td><td>9.9</td></tr><tr><td>Net foreign currency exchange gains</td><td>-</td><td>6.0</td></tr><tr><td>Other income</td><td>1.9</td><td>6.3</td></tr><tr><td></td><td>321.7</td><td>22.2</td></tr></table>

## 9 Interest payable and other similar items

<table><tr><td>Group</td><td>2016 $ millions</td><td>2015 $ millions</td></tr><tr><td>Senior notes, debentures and bonds</td><td>302.5</td><td>303.7</td></tr><tr><td>Less finance costs capitalised</td><td>(45.7)</td><td>(87.4)</td></tr><tr><td>Fair value change on convertible debt</td><td>25.2</td><td>-</td></tr><tr><td>Net foreign currency exchange losses</td><td>17.0</td><td>-</td></tr><tr><td>Loss on extinguishment of debt</td><td>-</td><td>33.0</td></tr><tr><td>Net fair value changes on derivatives</td><td>-</td><td>1.1</td></tr><tr><td></td><td>299.0</td><td>250.4</td></tr></table>

Finance costs have been capitalised into tangible fixed assets at a rate of 6.2% (2015: 6.0%).

## 10 Taxation

<table><tr><td>Analysis of charge in year</td><td>2016</td><td>2015</td></tr><tr><td>UK corporation tax</td><td>$ millions</td><td>$ millions</td></tr><tr><td>Current tax at 20.0% (2015: 20.25%)</td><td>7.4</td><td>-</td></tr><tr><td>UK ring fence charge</td><td>2.1</td><td>15.1</td></tr><tr><td>Adjustments in respect of prior years</td><td>(0.5)</td><td>(2.7)</td></tr><tr><td></td><td>9.0</td><td>12.4</td></tr><tr><td>Foreign tax</td><td></td><td></td></tr><tr><td>Current tax for the year</td><td>73.7</td><td>129.3</td></tr><tr><td>Adjustments in respect of prior years</td><td>(7.0)</td><td>(6.7)</td></tr><tr><td></td><td>66.7</td><td>122.6</td></tr><tr><td>Total current tax</td><td>75.7</td><td>135.0</td></tr><tr><td>Deferred tax</td><td></td><td></td></tr><tr><td>Origination/reversal of timing differences</td><td>2.8</td><td>(165.1)</td></tr><tr><td>Adjustments in respect of prior years</td><td>0.6</td><td>16.4</td></tr><tr><td>Total deferred tax</td><td>3.4</td><td>(148.7)</td></tr><tr><td>Tax on profit/(loss) on ordinary activities</td><td>79.1</td><td>(13.7)</td></tr></table>



## Notes (continued)

## 10 Taxation (continued)

Factors affecting the tax charge for the current period

The current tax charge for the year is lower (2015: lower) than the standard rate of corporation tax in the UK of 20.0% (2015: 20.25%). The differences are explained below.

<table><tr><td></td><td>2016 $ millions</td><td>2015 $ millions</td></tr><tr><td>Current tax reconciliation</td><td></td><td></td></tr><tr><td>Profit/(loss) on ordinary activities before taxation</td><td>924.3</td><td>(3,800.6)</td></tr><tr><td>Current tax at 20.0% (2015: 20.25%)</td><td>184.9</td><td>(769.6)</td></tr><tr><td>Effects of:</td><td></td><td></td></tr><tr><td>Lower tax rates on non-U.K. earnings</td><td>(66.4)</td><td>(128.8)</td></tr><tr><td>Debt buyback and debt swap</td><td>(40.7)</td><td>-</td></tr><tr><td>UK ring fence charge</td><td>2.1</td><td>15.1</td></tr><tr><td>Net expense in connection with resolutions of tax issues and adjustments relating to prior years</td><td>(6.9)</td><td>7.0</td></tr><tr><td>Impairment of tangible fixed assets and other assets</td><td>-</td><td>712.5</td></tr><tr><td>Goodwill amortisation</td><td>-</td><td>131.1</td></tr><tr><td>Deferred tax asset not recognised</td><td>-</td><td>19.0</td></tr><tr><td>Other</td><td>6.1</td><td>-</td></tr><tr><td>Tax on profit/(loss) on ordinary activities</td><td>79.1</td><td>(13.7)</td></tr></table>

## 11 Dividends

The aggregate amount of dividends consists of:

<table><tr><td></td><td>2016 $ millions</td><td>2015 $ millions</td></tr><tr><td>Dividends paid in the year</td><td>11.6</td><td>141.2</td></tr></table>

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 Ordinary Share</td><td>Total Dividends 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>

On 17 March 2017, the company paid a dividend in the amount of $3.0 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 2016.



## Notes (continued)

## 11 Dividends (continued)

The quarterly dividends approved by the directors and paid by the company from 1 January 2015 to 31 December 2015 were:

<table><tr><td></td><td>Per Class A Ordinary Share</td><td>Total Dividends Paid</td></tr><tr><td>Payment Date</td><td>$ per share</td><td>$ millions</td></tr><tr><td>20 March 2015</td><td>0.15</td><td>35.2</td></tr><tr><td>19 June 2015</td><td>0.15</td><td>35.3</td></tr><tr><td>18 September 2015</td><td>0.15</td><td>35.4</td></tr><tr><td>18 December 2015</td><td>0.15</td><td>35.3</td></tr><tr><td></td><td></td><td>141.2</td></tr></table>

## 12 Tangible fixed assets

<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>18,219.3</td><td>1,647.3</td><td>180.7</td><td>20,047.3</td></tr><tr><td>Additions</td><td>-</td><td>282.6</td><td>-</td><td>282.6</td></tr><tr><td>Disposals</td><td>(497.5)</td><td>-</td><td>(1.4)</td><td>(498.9)</td></tr><tr><td>Transfers</td><td>73.7</td><td>(75.9)</td><td>2.2</td><td>-</td></tr><tr><td>At end of year</td><td>17,795.5</td><td>1,854.0</td><td>181.5</td><td>19,831.0</td></tr><tr><td>Depreciation</td><td></td><td></td><td></td><td></td></tr><tr><td>At beginning of year</td><td>11,711.5</td><td>858.9</td><td>78.9</td><td>12,649.3</td></tr><tr><td>Charge for year</td><td>449.1</td><td>-</td><td>22.0</td><td>471.1</td></tr><tr><td>Disposals</td><td>(489.0)</td><td>-</td><td>(1.3)</td><td>(490.3)</td></tr><tr><td>At end of year</td><td>11,671.6</td><td>858.9</td><td>99.6</td><td>12,630.1</td></tr><tr><td>Net book value</td><td></td><td></td><td></td><td></td></tr><tr><td>At 31 December 2016</td><td>6,123.9</td><td>995.1</td><td>81.9</td><td>7,200.9</td></tr><tr><td>At 31 December 2015</td><td>6,507.8</td><td>788.4</td><td>101.8</td><td>7,398.0</td></tr></table>

Included in additions to the cost of tangible fixed assets is $45.7 million (2015: $87.4 million) in respect of capitalised finance costs.

We evaluate the carrying value of our drilling rigs and equipment to identify events or changes in circumstances ("triggering events") that indicate the carrying value may not be recoverable. Beginning in 2014, Brent crude oil prices declined significantly from over $100 per barrel to $55 per barrel at 31 December 2014 and $35 per barrel at 31 December 2015. These prices resulted in significant capital spending reductions by our customers. Customers began delaying drilling programmes and exploring subletting opportunities for contracted rigs thereby exacerbating supply pressure. In addition, certain customers requested contract concessions or terminated drilling contracts altogether. The significant supply and demand imbalance was anticipated to be adversely impacted by future newbuild deliveries, programme delays and lower capital spending by operators. These adverse changes resulted in the deterioration of our forecasted day rates and utilisation. As a result, we concluded that triggering events had occurred during 2015.



## Notes (continued)

## 12 Tangible fixed assets (continued)

Based on the asset impairment analysis performed as of 31 December 2015, we recorded a pre-tax, non-cash loss on impairment with respect to certain floaters and jackups totaling $4,465.9 million. The impairment charge was included in impairment of tangible fixed assets and other assets for the year ended 31 December 2015. We measured the fair value of these rigs by applying either an income approach, using projected discounted cash flows and a pre-tax discount rate of 12.5 percent, or a market approach. These valuations were based on unobservable inputs that require significant judgements for which there is limited information, including assumptions regarding future day rates, utilisation, operating costs and capital requirements.

In instances where we applied an income approach, forecasted day rates and utilisation took into account market conditions and our anticipated business outlook, both of which were impacted by the adverse changes in the business environment. The forecasted market day rates were depressed in the near term but were forecasted to grow in the longer-term and terminal period. Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, adjusted for an estimated inflation factor. Capital requirements were based on our estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements included cash outflows to maintain the current operating condition of our rigs through their remaining useful lives.

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 an impairment test that could lead to a material impairment charge in future periods.

## 13 Investments

## Group

<table><tr><td></td><td>Short-term deposits $ millions</td></tr><tr><td>Cost</td><td></td></tr><tr><td>At beginning of year</td><td>1,180.0</td></tr><tr><td>Additions</td><td>2,474.6</td></tr><tr><td>Repaid at maturity</td><td>(2,212.0)</td></tr><tr><td>At end of year</td><td>1,442.6</td></tr></table>

Short-term deposits consist of cash deposited with a financial institution for a specified period of time, which bears interest.



## 13 Investments (continued)

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>Andre Maritime Ltd.</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>BiGem Holdings N.V.</td><td>Netherlands (2)</td><td>100%</td></tr><tr><td>Caland Boren B.V.</td><td>Netherlands (3)</td><td>100%</td></tr><tr><td>Dupont Maritime LLC</td><td>Liberia (4)</td><td>100%</td></tr><tr><td>Durand Maritime S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>ENSCO Associates Company</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO Drilling (Caribbean), Inc.</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO Arabia Co. Ltd.</td><td>Saudi Arabia (7)</td><td>50%</td></tr><tr><td>ENSCO Asia Company LLC</td><td>U.S. - Texas (8)</td><td>100%</td></tr><tr><td>ENSCO Asia Pacific Pte. Limited</td><td>Singapore (9)</td><td>100%</td></tr><tr><td>ENSCO Australia Pty. Limited</td><td>Australia (10)</td><td>100%</td></tr><tr><td>ENSCO Barbados Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO (Bermuda) Limited</td><td>Bermuda (11)</td><td>100%</td></tr><tr><td>ENSCO Capital Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO Corporate Resources LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCO de Venezuela, S.R.L.</td><td>Venezuela (13)</td><td>100%</td></tr><tr><td>Ensco Deepwater Drilling Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCO Deepwater LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensco Deepwater USA, LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCO Development Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Ensco do Brasil Petróleo e Gas Ltda.</td><td>Brazil (15)</td><td>100%</td></tr><tr><td>ENSCO Drilling Company (Nigeria) Ltd.</td><td>Nigeria (16)</td><td>100%</td></tr><tr><td>ENSCO Drilling Company LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCO Drilling Mexico LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensco Endeavors Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO Finance Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>Ensco France S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>ENSCO Gerudi (M) Sdn. Bhd.</td><td>Malaysia (17)</td><td>49%</td></tr><tr><td>ENSCO Global GmbH</td><td>Switzerland (18)</td><td>100%</td></tr><tr><td>ENSCO Global Investments L.P.</td><td>England (14)</td><td>100%</td></tr><tr><td>Ensco Global II Ltd</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Ensco Global IV Ltd.</td><td>BVI (19)</td><td>100%</td></tr><tr><td>ENSCO Global Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Ensco Global Offshore Drilling Ltd.</td><td>BVI (19)</td><td>100%</td></tr><tr><td>ENSCO Global Resources Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCO Holding Company</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensco Holdco Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCO Holland B.V.</td><td>Netherlands (3)</td><td>100%</td></tr><tr><td>ENSCO Incorporated</td><td>U.S. - Texas (8)</td><td>100%</td></tr><tr><td>Ensco Intercontinental GmbH</td><td>Switzerland (18)</td><td>100%</td></tr><tr><td>ENSCO International Incorporated</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensco International Management GP LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr></table>



## Notes (continued)

## 13 Investments (continued)

<table><tr><td></td><td>Country of Incorporation and Address</td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Ensko International Management LP LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensko International Ltd.</td><td>BVI (19)</td><td>100%</td></tr><tr><td>ENSCO Investments LLC</td><td>U.S. - Nevada (20)</td><td>100%</td></tr><tr><td>Ensko Jersey Finance Limited</td><td>Jersey (21)</td><td>100%</td></tr><tr><td>ENSCO Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCO Labuan Limited</td><td>Malaysia (22)</td><td>100%</td></tr><tr><td>Ensko Management Corp.</td><td>BVI (19)</td><td>100%</td></tr><tr><td>ENSCO Maritime Limited</td><td>Bermuda (11)</td><td>100%</td></tr><tr><td>ENSCO (Myanmar) Limited</td><td>Myanmar (23)</td><td>100%</td></tr><tr><td>Ensko North America LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCO Oceans Company LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCCO Oceans International Company</td><td>Cayman Islands (24)</td><td>100%</td></tr><tr><td>ENSCCO Offshore Company</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCCO Offshore International Company</td><td>Cayman Islands (24)</td><td>100%</td></tr><tr><td>ENSCCO Offshore International Holdings Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Ensko Offshore International LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCCO Offshore International Inc</td><td>Marshall Islands (25)</td><td>100%</td></tr><tr><td>Ensko Offshore Petróleo e Gas Ltda.</td><td>Brazil (15)</td><td>100%</td></tr><tr><td>Ensko Offshore Services LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCCO Offshore UK Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCCO Overseas Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCCO Services Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCCO Services LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Ensko South Pacific LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Emsco (Thailand) Limited</td><td>Thailand (26)</td><td>100%</td></tr><tr><td>Ensko Transcontinental I LLC</td><td>U.S. - Nevada (20)</td><td>100%</td></tr><tr><td>Ensko Transcontinental I LP</td><td>England (14)</td><td>100%</td></tr><tr><td>Ensko Transcontinental II LLC</td><td>U.S. - Nevada (20)</td><td>100%</td></tr><tr><td>Ensko Transcontinental II LP</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCCO Transnational Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCCO UK Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>ENSCCO United Incorporated</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENSCCO United LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>ENScO Universal Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>Ensko Universal Holdings Limited I Ltd.</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Ensko Universal Holdings Limited II Ltd.</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>Emsco Vistas Limited</td><td>Cayman Islands (6)</td><td>100%</td></tr><tr><td>ENSCCO Worldwide GmbH</td><td>Switzerland (18)</td><td>100%</td></tr><tr><td>ENSCCO Worldwide Investments Limited</td><td>England (14)</td><td>100%</td></tr><tr><td>Foradel Sdn Bhd</td><td>Malaysia (27)</td><td>100%</td></tr><tr><td>Forasub B.V.</td><td>Netherlands (3)</td><td>100%</td></tr><tr><td>Forinter Limited</td><td>Channel Islands (28)</td><td>100%</td></tr><tr><td>Forwest Venezuela SA</td><td>Venezuela (13)</td><td>66%</td></tr></table>



## Notes (continued)

## 13 Investments (continued)

<table><tr><td></td><td>Country of Incorporation and Address</td><td>Percentage of Voting Securities Owned by the Group</td></tr><tr><td>Foravep, Forasol Venezolana de</td><td>Venezuela (13)</td><td>100%</td></tr><tr><td>Perforaciones, CA</td><td></td><td></td></tr><tr><td>Inter-Drill Ltd</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>International Technical Services LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Internationale de Travaux et de Materiel (I.T.M.) S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>Martin Maritime Ltd.</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>Ocean Deep Drilling ESV Nigeria Limited</td><td>Nigeria (29)</td><td>49%</td></tr><tr><td>Petroleum International PTE Ltd.</td><td>Singapore (30)</td><td>100%</td></tr><tr><td>Pride Arabia Co. Ltd.</td><td>Saudi Arabia (7)</td><td>75%</td></tr><tr><td>Pride Deepwater (BVI) 1, Ltd.</td><td>BVI (31)</td><td>100%</td></tr><tr><td>Pride Deepwater (BVI) 2, Ltd.</td><td>BVI (31)</td><td>100%</td></tr><tr><td>PrIDE Foramer S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>Pride Forasol Drilling Nigeria Ltd.</td><td>Nigeria (16)</td><td>100%</td></tr><tr><td>Pride Forasol S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>Pride Global II Ltd</td><td>BVI (31)</td><td>100%</td></tr><tr><td>Pride Global III Ltd.</td><td>BVI (31)</td><td>100%</td></tr><tr><td>Pride Global Offshore Nigeria Ltd.</td><td>Nigeria (16)</td><td>100%</td></tr><tr><td>Pride International LLC</td><td>U.S. - Delaware (12)</td><td>100%</td></tr><tr><td>Pride International Management Co. LP</td><td>U.S. - Texas (32)</td><td>100%</td></tr><tr><td>Pride International Egypt LLC</td><td>Egypt (33)</td><td>100%</td></tr><tr><td>P.T. ENSCO Sarida Offshore</td><td>Indonesia (34)</td><td>95%</td></tr><tr><td>Somaser S.A.S.</td><td>France (5)</td><td>100%</td></tr><tr><td>Sonamer Angola Ltd.</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>Sonamer Drilling International Limited</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>Sonamer Limited</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>Sonamer Jack-Ups Ltd</td><td>Bahamas (1)</td><td>100%</td></tr><tr><td>Sonamer Perfuracoes Ltd.</td><td>Bahamas (1)</td><td>85%</td></tr></table>

ENSCO Gerudi (M) Sdn. Bhd., Ocean Deep Drilling ESV Nigeria Limited and ENSCO Arabia Co. Ltd. have been consolidated due to the fact that the group maintains substantial control over these operations.

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.

See the next page for the addresses of the group’s subsidiary undertakings listed in the table above.



## 13 Investments (continued)

The addresses of the group’s subsidiary undertakings listed in the table above are as follows:

Number Addresses

(1) East Bay Street, Ocean Centre, Montagu Foreshore, P.O. Box SS-199084, Nassau, Bahamas

(2) Brionplein 4, Post Office Box 420, Curacao, Netherlands Antilles

(3) Lune Arena, Herikerbergweg 238, Amerstadam Zuidoost, Amsterdam, Netherlands

(4) 80 Broad Street, Monrovia, Liberia, 1000

(5) Le Millenium 1120, Avenue du Very Galant, Lescar, France, 64230

(6) P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104

(7) Al-Khobar, Homoud Street, Postal Code 31932, Al-Khobar, Saudi Arabia, 31932

(8) 1999 Bryan Street, Suite 900, Dallas, Texas, 75201, United States

(9) 8 Marina Blvd. # 05-02, Marina Bay Financial Centre Tower 1, Singapore, 018981

(10) 38 Station Street, Subiaco, Western Australia, 6008, Australia

(11) Cumberland House, 9th Floor, One Victoria Street, Hamilton, HM 11, Bermuda

(12) 1209 Orange Street, Wilmington, Delaware, 19801, United States

(13) Torre La Castellà, Piso 6, Av. Eugenio Mendoza, Las Castellana, Caracas, Venezuela

(14) 100 New Bridge Street, London, EC4V 6JA, England

(15) Rua Internacional No. 1000, Granja dos Cavaleiros, Macae-RJ, Brazil, CEP27.901-0

(16) 1, Murtala Muhammed Drive, Ikoyi, Lagos, Nigeria

(17) B-13-15, Level 13. Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, Petaling Jaya, Selangor Darul Ehsan, Malaysia, 47301

(18) Dammstrasse 19, Zug, Switzerland, 6301

(19) Kingston Chambers, Post Office Box 173, Road Town, Tortola, British Virgin Islands, VG1110

(20) 701 S. Carson St., Suite 200, Carson City, Nevada, 89701, United States

(21) 22 Grennville St., St Helier, Jersey, JE48PX

(22) Level 1, Lot 7, Block F, Saguking Commercial Bldg., Jalan Patau-Patau, Labuan FT, Malaysia (Labuan), 87000

(23) Unit 1206, 12th Fl., Sakura Tower, 339 Bogyoke Aung San Road, Kyauktada Township, Yangon, Republic of Myanmar

(24) One Capital Place, PO Box 847, Grand Cayman, Cayman Islands, KY1-1103

(25) Ajeltake Road, Ajeltake Island, Majuro Marshall Islands, MH96960

(26) 25th Floor, Abdulrahim Place, 990 Rama IV Road, Bangrak, Bangkok, Thailand, 10500

(27) 568-9-21 9th Floor, Kompleks Mutiara, 3 1/2 Mile Jalan Ipoh, Kuala Lu, Malaysia, 51200

(28) 11 Bath Street, St Helier, Jersey, JE2 4ST

(29) 2 Ajose Adeogun Street, Victoria Island, Lagos, Nigeria

(30) 10 Collyer Quay # 10-01, Ocean Financial Centre, Singapore, 049315

(31) Kingston Chambers, Post Office Box 173, Road Town, Tortola, British Virgin Islands, VG1110

(32) 1021 Main Street, Suite 1150, Houston, Texas, 77002, United States

(33) P.O. Box 11835 Plot 140 New Cairo, Egypt

(34) Wahana Graha Building, 2nd & 3rd Floor, JL. Waring Buncit Raya No. 2, Jakarta, Indonesia, 12760



## Notes (continued)

## 13 Investments (continued)

<table><tr><td>Company</td><td>Time deposits $ millions</td></tr><tr><td>Cost</td><td></td></tr><tr><td>At beginning of year</td><td>1,180.0</td></tr><tr><td>Additions</td><td>2,202.6</td></tr><tr><td>Repaid at maturity</td><td>(2,212.0)</td></tr><tr><td>At end of year</td><td>1,170.6</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 totaled $6,959.5 million at 31 December 2016 (2015: $6,959.5 million). In December 2016, the company made an investment of $2 in Ensco Jersey Finance Limited, a new subsidiary of the company.

## 14 Stocks

Group stocks totalled $225.2 million at 31 December 2016 (2015: $235.3 million) and primarily are comprised of consumable supplies required to operate drilling rigs and equipment. An inventory charge of $5.4 million was recognised during the year ended 31 December 2016 (2015: $18.8 million).

## 15 Debtors

<table><tr><td>Group</td><td>2016</td><td>2015</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>361.0</td><td>582.0</td></tr><tr><td>Deferred mobilisation costs</td><td>32.4</td><td>52.1</td></tr><tr><td>Prepaid taxes</td><td>30.7</td><td>73.5</td></tr><tr><td>Deferred tax assets</td><td>22.0</td><td>11.5</td></tr><tr><td>Prepaid expenses</td><td>7.9</td><td>20.5</td></tr><tr><td>Other debtors</td><td>18.0</td><td>14.9</td></tr><tr><td></td><td>472.0</td><td>754.5</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>35.7</td><td>55.8</td></tr><tr><td>SERP assets</td><td>27.7</td><td>33.1</td></tr><tr><td>Deferred tax assets</td><td>10.4</td><td>27.8</td></tr><tr><td>Unbilled trade debtors</td><td>3.4</td><td>1.7</td></tr><tr><td>Other debtors</td><td>6.8</td><td>9.7</td></tr><tr><td></td><td>84.0</td><td>128.1</td></tr><tr><td></td><td>556.0</td><td>882.6</td></tr></table>

A bad debt reserve reversal of $(5.7) million was recognised during the year ended 31 December 2016 (2015: charge of $24.1 million).



## Notes (continued)

## 15 Debtors (continued)

<table><tr><td>The group deferred tax assets are analysed as follows:</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Deferred turnover</td><td>44.4</td><td>62.6</td></tr><tr><td>Net operating loss carryforwards</td><td>33.4</td><td>20.8</td></tr><tr><td>Foreign tax credits</td><td>28.9</td><td>11.0</td></tr><tr><td>Employee benefits, including share based compensation</td><td>28.5</td><td>33.9</td></tr><tr><td>Intercompany transfers of property</td><td>9.8</td><td>11.5</td></tr><tr><td>Accelerated capital allowances on tangible fixed assets</td><td>(118.2)</td><td>(97.1)</td></tr><tr><td>Premium on long-term debt</td><td>(6.5)</td><td>-</td></tr><tr><td>Other timing differences</td><td>12.1</td><td>(3.4)</td></tr><tr><td></td><td>32.4</td><td>39.3</td></tr><tr><td>Company</td><td></td><td></td></tr><tr><td></td><td>2016
\( millions</td><td>2015
\) 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>415.2</td><td>777.0</td></tr><tr><td>Receivables from group companies</td><td>30.9</td><td>49.0</td></tr><tr><td>Other assets</td><td>7.4</td><td>1.9</td></tr><tr><td></td><td>453.5</td><td>827.9</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>1,511.8</td><td>1,268.4</td></tr><tr><td>Receivables from group companies</td><td>136.0</td><td>120.6</td></tr><tr><td></td><td>1,647.8</td><td>1,389.0</td></tr><tr><td>Total debtors</td><td>2,101.3</td><td>2,216.9</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.

The note receivable from a group company in the amount of $1.3 billion due on 31 May 2018 was repaid and cancelled in 2016. Interest was payable semi-annually at a fixed rate of 2.55%.

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 2016, the company purchased on the open market an aggregate principal of $62.0 million of a group company’s debt due on 1 January 2019 at a discount of $6.3 million for a total, net cost of $55.7 million. Interest is paid semi-annually at a rate of 8.5%. The discount amortisation during 2016 was $1.3 million. The net amount outstanding at 31 December 2016 was $57.0 million.

During 2016, the company purchased on the open market an aggregate principal of $219.2 million of a group company’s debt due on 1 January 2020 at a discount of $37.7 million for a total, net cost of $181.5 million. Interest is paid semi-annually at a rate of 6.875%. The discount amortisation during 2016 was $4.9 million. The net amount outstanding at 31 December 2016 was $186.4 million.



## Notes (continued)

## 16 Creditors: amounts falling due within one year

<table><tr><td>Group</td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Current maturities of interest bearing debt</td><td>331.9</td><td>-</td></tr><tr><td>Trade creditors</td><td>145.9</td><td>224.6</td></tr><tr><td>Deferred turnover</td><td>116.7</td><td>197.2</td></tr><tr><td>Personnel costs</td><td>106.6</td><td>143.3</td></tr><tr><td>Interest payable to debt holders</td><td>71.7</td><td>88.4</td></tr><tr><td>Corporation tax</td><td>40.7</td><td>70.8</td></tr><tr><td>Other financial liabilities</td><td>12.7</td><td>21.6</td></tr><tr><td>Other creditors</td><td>10.8</td><td>11.2</td></tr><tr><td></td><td>837.0</td><td>757.1</td></tr><tr><td>Company</td><td></td><td></td></tr><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Current maturities of interest bearing debt</td><td>182.5</td><td>-</td></tr><tr><td>Interest payable to debt holders</td><td>44.4</td><td>52.8</td></tr><tr><td>Amounts owed to group companies</td><td>2.4</td><td>1.5</td></tr><tr><td>Interest payable to group companies</td><td>1.3</td><td>-</td></tr><tr><td>Other creditors</td><td>-</td><td>8.6</td></tr><tr><td></td><td>230.6</td><td>62.9</td></tr></table>

During 2012, the company entered into revolving loan agreements with two affiliated group companies. The maximum borrowing capacity under the agreements is $7.0 billion. Interest is paid quarterly in arrears at LIBOR plus 1.5%. The borrowings under the agreements are due on demand, but no later than 1 January 2017. No amounts were outstanding as of 31 December 2016 and 2015.

## 17 Creditors: amounts falling due after more than one year

<table><tr><td>Group</td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt</td><td>5,215.8</td><td>5,868.6</td></tr><tr><td>Deferred turnover</td><td>120.9</td><td>218.6</td></tr><tr><td>Supplemental executive retirement plan liabilities</td><td>28.9</td><td>34.4</td></tr><tr><td>Contract intangibles</td><td>-</td><td>12.6</td></tr><tr><td>Other creditors</td><td>24.6</td><td>29.5</td></tr><tr><td></td><td>5,390.2</td><td>6,163.7</td></tr></table>

Interest bearing debt consists of the instruments discussed below.



## 17 Creditors: amounts falling due after more than one year (continued)

## Convertible senior notes

In December 2016, Ensko Jersey Finance Limited, a wholly-owned subsidiary of Ensko plc, issued $849.5 million aggregate principal amount of unsecured 3.0% exchangeable senior notes due 2024 (the "2024 Convertible Notes") in a private offering. The 2024 Convertible Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Ensko 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 commencing on 31 July 2017. 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, regardless of the foregoing circumstances. The initial exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an initial 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 accrued as of 31 December 2016, were $822.8 million.

Holders may exchange their notes at their option at any time prior to 31 July 2023 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on 31 March 2017, if the last reported sale price of our Class A ordinary shares for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable exchange price on each of such 20 trading days; (ii) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the indenture governing the 2024 Convertible Notes) per $1,000 principal amount of 2024 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A ordinary shares and the applicable exchange rate on each such trading day; (iii) upon the occurrence of specified corporate events; or (iv) if Ensko Jersey Finance Limited calls any or all of the 2024 Convertible Notes for redemption in the event of certain tax law changes, at any time prior to the close of business on the business day immediately preceding the redemption date. As of 31 December 2016, none of the conditions allowing holders of the 2024 Convertible Notes to convert had been met.

If a fundamental change (as defined in the indenture for the 2024 Convertible Notes) occurs, holders of the 2024 Convertible Notes may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding the repurchase date.

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 convertible senior notes are measured at fair value with changes in fair value recognised in the profit and loss account. During 2016, a fair value loss of $25.2 million was recognised in interest payable and other similar items. The fair value of the convertible senior notes at 31 December 2016 was $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.



## 17 Creditors: amounts falling due after more than one year (continued)

## Senior notes

During 2015, we issued $700.0 million aggregate principal amount of unsecured 5.2% 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 4.5% 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 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 4.7% 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, 2024 Notes, 2025 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.

We may redeem the 2024 Notes, 2025 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 2024 Notes and 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 2024 Notes, 2025 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.



## 17 Creditors: amounts falling due after more than one year (continued)

## Debentures due 2027

During 1997, Ensco International Incorporated issued $150.0 million of unsecured 7.2% Debentures due 15 November 2027 (the "Debentures") in a public offering. Interest on the Debentures is payable semiannually in May and November. 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.

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 2016, we launched cash tender offers (the "Tender Offers") to repurchase 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 our outstanding debt for an aggregate purchase price of $241.6 million. We recognised pre-tax gains from debt extinguishment of $279.0 million related to the Tender Offers and open market repurchases, net of discounts, premiums, debt issuance costs and transaction costs.

Our tender offers and open market repurchases during the year ended 31 December 2016 were as follows (in $ millions, except percentages):

<table><tr><td></td><td>Aggregate Principal Amount Repurchased</td><td>Aggregate Repurchase Price</td><td>Discount %</td></tr><tr><td>8.5% Senior notes due 2019</td><td>62.0</td><td>55.7</td><td>10.2%</td></tr><tr><td>6.875% Senior notes due 2020</td><td>219.2</td><td>181.5</td><td>17.2%</td></tr><tr><td>4.7% Senior notes due 2021</td><td>817.0</td><td>609.0</td><td>25.5%</td></tr><tr><td>4.5% Senior notes due 2024</td><td>1.7</td><td>0.9</td><td>47.1%</td></tr><tr><td>5.2% Senior notes due 2025</td><td>30.7</td><td>16.8</td><td>45.3%</td></tr><tr><td>Total</td><td>1,130.6</td><td>863.9</td><td>23.6%</td></tr></table>

## 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.



## 17 Creditors: amounts falling due after more than one year (continued)

## Exchange offers

In January 2017, we completed exchange offers (the "Exchange Offers") to exchange our outstanding 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 4.7% senior notes due 2021 for 8.0% 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>8.0% Senior notes due 2024 Consideration</td><td>Cash Consideration \( ^{(1)} \)</td><td>Total Consideration</td></tr><tr><td>8.5% 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>4.7% 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>

(1) As of 31 December 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of interest bearing debt within creditors: amounts falling due within one year on our consolidated balance sheet.

## Redemption of 2016 senior notes and U.S. Maritime Administration obligations

During 2011, we issued $1.0 billion of 3.25% senior notes due 2016 (the “2016 Notes”). During 2015, through the combination of a cash tender offer and subsequent redemption, we utilised a portion of the net proceeds from the 2025 Notes and New 2044 Notes to retire the 2016 Notes, and we recorded a pre-tax loss on debt extinguishment of $30.4 million, net of discounts and unamortised debt issuance costs.

During 2015, we used the remaining net proceeds from the 2025 Notes and New 2044 Notes, together with cash on hand, to redeem the remaining $65.3 million outstanding on our 4.33% U.S. Maritime Administration notes due 2016 and 4.65% U.S. Maritime Administration bonds due 2020. We incurred additional losses on debt extinguishment of $3.1 million.

## Revolving credit

We have a $2.25 billion senior unsecured revolving credit facility with a syndicate of banks to be used for general corporate purposes with a term expiring on 30 September 2019 (the "Credit Facility"). During 2016, we extended the maturity of $1.13 billion of the $2.25 billion commitment for one year to 30 September 2020.

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 $2.25 billion commitment, which is also based on our credit ratings.

In February 2016, Moody's announced a downgrade of our credit rating to B1, and in December, Standard & Poor's downgraded our credit rating to BB, which are both ratings below investment grade. The first rating action resulted in the highest applicable margin rates and commitment fees under the Credit Facility, and as a result, the second rating action had no effect on our current costs of borrowing. The applicable margin rates are 0.5% per annum for Base Rate advances and 1.5% per annum for LIBOR advances. Also, our quarterly commitment fee is 0.225% per annum on the undrawn portion of the $2.25 billion commitment.



## 17 Creditors: amounts falling due after more than one year (continued)

## Revolving credit (continued)

The Credit Facility requires us to maintain a total debt to total capitalisation ratio calculated under U.S. GAAP that is less than or equal to 60%. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens; 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; and entering into certain transactions with affiliates. We have the right, subject to receipt of commitments from new or existing lenders, to increase the commitments under the Credit Facility by an amount not to exceed $500 million and to extend the maturity of the commitments under the Credit Facility by one additional year.

As of 31 December 2016, 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 31 December 2016 and 2015.

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. With a credit rating below investment grade, we have no access to the commercial paper market.

## Maturities

The descriptions of our senior notes above reflect the original principal amounts issued, which have been subsequently reduced through our tenders, repurchases and exchanges such that the maturities of our debt were as follows (in $ millions):

<table><tr><td></td><td>Original Principal</td><td>2016 Tenors and Repurchases</td><td>2016 Debt to Equity Exchange</td><td>Principal Outstanding at 31 December 2016</td><td>2017 Exchange Offers \( ^{(1)} \)</td><td>Remaining Principal</td></tr><tr><td>8.5% Senior notes due 2019</td><td>500.0</td><td>(62.0)</td><td>—</td><td>438.0</td><td>(145.8)</td><td>292.2</td></tr><tr><td>6.875% Senior notes due 2020</td><td>900.0</td><td>(219.2)</td><td>—</td><td>680.8</td><td>(129.8)</td><td>551.0</td></tr><tr><td>4.7% Senior notes due 2021</td><td>1,500.0</td><td>(817.0)</td><td>—</td><td>683.0</td><td>(373.9)</td><td>309.1</td></tr><tr><td>3.0% Senior notes due 2024</td><td>849.5</td><td>—</td><td>—</td><td>849.5</td><td>—</td><td>849.5</td></tr><tr><td>4.5% Senior notes due 2024</td><td>625.0</td><td>(1.7)</td><td>—</td><td>623.3</td><td>—</td><td>623.3</td></tr><tr><td>8.0% Senior notes due 2024</td><td>—</td><td>—</td><td>—</td><td>—</td><td>332.0</td><td>332.0</td></tr><tr><td>5.2% Senior notes due 2025</td><td>700.0</td><td>(30.7)</td><td>—</td><td>669.3</td><td>—</td><td>669.3</td></tr><tr><td>7.2% Senior notes due 2027</td><td>150.0</td><td>—</td><td>—</td><td>150.0</td><td>—</td><td>150.0</td></tr><tr><td>7.875% Senior notes due 2040</td><td>300.0</td><td>—</td><td>—</td><td>300.0</td><td>—</td><td>300.0</td></tr><tr><td>5.75% Senior notes due 2044</td><td>1,025.0</td><td>—</td><td>(24.5)</td><td>1,000.5</td><td>—</td><td>1,000.5</td></tr><tr><td>Total</td><td>6,549.5</td><td>(1,130.6)</td><td>(24.5)</td><td>5,394.4</td><td>(317.5)</td><td>5,076.9</td></tr></table>

(1) As of 31 December 2016, the aggregate amount of principal repurchased with cash of $332.5 million, along with associated premiums, was classified as current maturities of interest bearing debt within creditors: amounts falling due within one year on our consolidated balance sheet.



## Notes (continued)

## 17 Creditors: amounts falling due after more than one year (continued)

Interest bearing debt is repayable as follows:

<table><tr><td>Group</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Interest bearing debt falling due within five years</td><td>1,801.8</td><td>1,400.0</td></tr><tr><td>Interest bearing debt falling due after five years</td><td>3,592.6</td><td>4,300.0</td></tr><tr><td></td><td>5,394.4</td><td>5,700.0</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>153.3</td><td>168.6</td></tr><tr><td></td><td>5,547.7</td><td>5,868.6</td></tr><tr><td>Company</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Interest bearing debt</td><td>2,744.1</td><td>3,782.3</td></tr><tr><td>Note payables to group companies</td><td>1,349.1</td><td>751.8</td></tr><tr><td>Option element of convertible bond</td><td>222.8</td><td>-</td></tr><tr><td></td><td>4,316.0</td><td>4,534.1</td></tr><tr><td>Company</td><td>2016
\( millions</td><td>2015
\) millions</td></tr><tr><td>Interest bearing debt falling due within five years</td><td>683.1</td><td>-</td></tr><tr><td>Interest bearing debt falling due after five years</td><td>2,293.1</td><td>3,850.0</td></tr><tr><td></td><td>2,976.2</td><td>3,850.0</td></tr><tr><td>Less: deferred financing costs and unamortised discounts included in interest bearing debt</td><td>(49.6)</td><td>(67.7)</td></tr><tr><td>Total interest bearing debt</td><td>2,926.6</td><td>3,782.3</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 (continued)

## 17 Creditors: amounts falling due after more than one year (continued)

Notes payable to a group company are repayable as follows:

<table><tr><td></td><td>2016</td><td>2015</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>-</td></tr><tr><td></td><td>1,601.3</td><td>751.8</td></tr><tr><td>Less: deferred financing costs and unamortised discounts included in notes payable to group companies</td><td>(252.3)</td><td>-</td></tr><tr><td>Total interest bearing debt</td><td>1,349.0</td><td>751.8</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>4.4</td><td>149.7</td><td>18.4</td><td>172.5</td></tr><tr><td>Utilised during year</td><td>-</td><td>-</td><td>(4.9)</td><td>(4.9)</td></tr><tr><td>Charge/(credit) to the profit and loss for the year</td><td>0.8</td><td>(6.8)</td><td>3.7</td><td>(2.3)</td></tr><tr><td>Impact of changes in foreign currency exchange rates</td><td>-</td><td>-</td><td>0.2</td><td>0.2</td></tr><tr><td>At end of year</td><td>5.2</td><td>142.9</td><td>17.4</td><td>165.5</td></tr></table>

## Deferred taxation

The elements of deferred taxation are as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Intercompany transfer of rigs</td><td>2.1</td><td>-</td></tr><tr><td>Other timing differences</td><td>3.1</td><td>4.4</td></tr><tr><td>Total deferred tax liabilities</td><td>5.2</td><td>4.4</td></tr><tr><td>Deferred tax asset (see note 15)</td><td>(32.4)</td><td>(39.3)</td></tr><tr><td></td><td>(27.2)</td><td>(34.9)</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%.



## Notes (continued)

## 18 Provisions for liabilities (continued)

## 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 all financial assets and financial liabilities carried at amortised cost are as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt</td><td>4,673.0</td><td>5,868.6</td></tr><tr><td>Investment in time deposits</td><td>1,442.6</td><td>1,180.0</td></tr><tr><td>Cash and cash equivalents</td><td>1,159.7</td><td>121.3</td></tr><tr><td>Trade debtors</td><td>361.0</td><td>582.0</td></tr></table>

The amounts for all financial assets and financial liabilities carried at fair value are as follows:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Interest bearing debt</td><td>874.7</td><td>-</td></tr><tr><td>SERP assets</td><td>27.7</td><td>33.1</td></tr><tr><td>Unrealised (loss)/gain on foreign currency forward contracts, net</td><td>(8.8)</td><td>(19.7)</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.

## 20 Called up share capital

<table><tr><td></td><td>2016</td><td>2015</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>310.3 million (2015: 242.9 million) Class A ordinary shares of U.S. $10 each</td><td>31.0</td><td>24.3</td></tr><tr><td>50,000 (2015: 50,000) Class B ordinary shares of £1 each</td><td>0.1</td><td>0.1</td></tr><tr><td></td><td>31.1</td><td>24.4</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.

On 20 April 2016, we closed an underwritten public offering of 65,550,000 Class A ordinary shares at $9.25 per share, inclusive of shares purchased under an underwriters' option. We received net proceeds from the offering of $585.5 million.



## 20 Called up share capital (continued)

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.

## 21 Minority interests

<table><tr><td>Group</td><td>2016 \( millions</td><td>2015 \) millions</td></tr><tr><td>At beginning of year</td><td>4.3</td><td>7.9</td></tr><tr><td>Profit for year attributable to minority interests</td><td>6.9</td><td>8.9</td></tr><tr><td>Contributions from minority interests</td><td>1.0</td><td>-</td></tr><tr><td>Distributions to minority shareholders</td><td>(7.8)</td><td>(12.5)</td></tr><tr><td>At end of year</td><td>4.4</td><td>4.3</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, the most recent of which commenced in early 2015 after media reports were released 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 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 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 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. Independent counsel has continued to provide the SEC and DOJ with updates throughout the investigation, including detailed briefings regarding its investigation and findings. On 21 December 2015, we entered into a one-year tolling agreement with the DOJ. On 7 March 2016, we entered into a one-year tolling agreement with the SEC.

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.



## 22 Contingent liabilities (continued)

## Brazil internal investigation (continued)

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.

Outside of Petrobras’ allegations, we have not been contacted by any Brazil governmental authority regarding alleged wrongdoing by Pride or Ensco or any of their current or former employees related to this matter. We cannot predict whether any U.S., Brazilian or other governmental authority will seek to investigate 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 has 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 2016. We have 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. We have also initiated separate arbitration proceedings in the UK against SHI for any losses we have incurred in connection with the foregoing. SHI subsequently filed a statement of defense disputing our claim. There can be no assurance as to how these arbitration proceedings will ultimately be resolved.

## Customer dispute

A customer filed a lawsuit in Texas federal court against one of our subsidiaries claiming damages based on allegations that our subsidiary breached and was negligent in the performance of a drilling contract during the period beginning in mid-2011 through May 2012. The customer’s recently issued court documents allege damages of approximately $45 million. Although we are vigorously defending this lawsuit, we do not have sufficient information at this time to provide a reasonable estimate of potential liability, if any. As a result, there can be no assurance as to how this dispute will ultimately be resolved.



## Notes (continued)

## 22 Contingent liabilities (continued)

## Asbestos litigation

We and certain subsidiaries are currently named as defendants, along with numerous third-party companies as co-defendants, in multi-party lawsuits filed in Mississippi and Louisiana by approximately 32 plaintiffs. The lawsuits seek an unspecified amount of monetary damages on behalf of individuals alleging personal injury or death, primarily under the Jones Act, purportedly resulting from exposure to asbestos on drilling rigs and associated facilities during the 1960s through the 1980s.

During 2013, we reached an agreement in principle with 58 plaintiffs to settle lawsuits filed in Mississippi for a nominal amount. The settlement documents for these lawsuits have been processed, and the cases have been dismissed.

We intend to vigorously defend against the remaining lawsuits and have filed responsive pleadings preserving all defences and challenges to jurisdiction and venue. We expect final disposition of these lawsuits to be immaterial to our financial position, operating results and cash flows.

## 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 or 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 31 December 2016 totaled $55.5 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 31 December 2016, we had not been required to make collateral deposits with respect to these agreements.

## 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:

Group

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Contractual commitments</td><td>532.3</td><td>705.0</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.



## Notes (continued)

## 23 Commitments (continued)

Annual commitments under non-cancellable operating leases at the end of the financial year are as follows:

<table><tr><td>Group</td><td>2016</td><td>2015</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>27.6</td><td>45.3</td></tr><tr><td>In the second to fifth years inclusive</td><td>57.8</td><td>51.0</td></tr><tr><td>Over five years</td><td>37.4</td><td>53.4</td></tr><tr><td></td><td>122.8</td><td>149.7</td></tr><tr><td>Company</td><td></td><td></td></tr><tr><td></td><td>2016</td><td>2015</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>1.3</td></tr><tr><td>In the second to fifth years inclusive</td><td>2.7</td><td>3.8</td></tr><tr><td>Over five years</td><td>-</td><td>-</td></tr><tr><td></td><td>3.7</td><td>5.1</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, 27.5 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 2016, there were 16.0 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.

## Non-vested share awards and units

Grants of non-vested share awards and non-vested share units (including certain share units to be settled in cash, collectively the "share 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 2016, we granted 3.4 million non-vested share units to our employees pursuant to the 2012 Long-Term Incentive Plan, which will be settled in cash upon vesting, and an additional 1.1 million non-vested share awards that will be settled in shares. 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 non-vested share awards and non-vested share units 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 non-vested share units 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. The amount of compensation cost recognised is based on the share awards ultimately expected to vest and, therefore, reduced for estimated forfeitures.



## Notes (continued)

## 24 Employee compensation schemes (continued)

Grants of share awards

<table><tr><td>Group</td><td>2016</td><td>2015</td></tr><tr><td>Number of share awards granted (thousands)</td><td>4,542</td><td>2,116</td></tr><tr><td>Weighted-average grant-date fair value of share awards granted (dollars per share)</td><td>$9.84</td><td>$23.95</td></tr></table>

Share award related compensation cost recognised during 2016 was $39.6 million (2015: $37.3 million).

## Share option awards

Share option awards ("options") granted to officers and 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 the seventh anniversary of the date of grant. Options granted to non-employee directors are immediately exercisable and, to the extent not exercised, expire on the seventh 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 2016, options granted to purchase 282,233 shares with a weighted-average exercise price of $41.34 were outstanding under the 2012 LTIP and predecessor or acquired plans. No options have been granted since 2011, and there were no unrecognised compensation costs related to options as of 31 December 2016.

## Performance awards

Under the 2012 LTIP, performance awards may be issued to our senior executive officers. Performance awards granted during 2014, 2015 and 2016 are payable in Ensco shares upon attainment 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.

Performance awards generally vest at the end of a three-year measurement period based on attainment of performance goals. Our performance awards 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 2016 and 2015 totaled $6.1 million and $8.3 million, respectively. The aggregate fair value of performance awards vested during 2016 and 2015 totaled $2.8 million and $4.6 million, respectively.

During the years ended 31 December 2016 and 2015, we recognised $3.1 million and $2.9 million of compensation expense for performance awards, respectively. As of 31 December 2016, there was $7.9 million of total unrecognised compensation cost related to unvested performance awards, which is expected to be recognised over a weighted-average period of 1.9 years.



## 24 Employee compensation schemes (continued)

## 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 $16.7 million and $18.9 million for the years ended 31 December 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 31 December 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.

## 25 Earnings 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 279.1 million (2015: 232.2 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 279.1 million (2015: 232.2 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 2016 and 2015:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>$ millions</td><td>$ millions</td></tr><tr><td>Profit/(loss) for the financial year</td><td>838.3</td><td>(3,795.8)</td></tr><tr><td>Profit from the financial year allocated to non-vested share awards</td><td>16.6</td><td>(2.0)</td></tr><tr><td>Profit/(loss) for the financial year attributable to Ensco shares</td><td>821.7</td><td>(3,797.8)</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 2016 and 2015:

<table><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>millions</td><td>millions</td></tr><tr><td>Weighted-average shares - basic</td><td>279.1</td><td>232.2</td></tr><tr><td>Potentially dilutive shares</td><td>-</td><td>-</td></tr><tr><td>Weighted-average shares - diluted</td><td>279.1</td><td>232.2</td></tr></table>

Antidilutive share options totaling 0.5 million and 0.8 million for the years ended 31 December 2016 and 2015, respectively, were excluded from the computation of diluted EPS.

## 26 Post balance sheet events

On 17 March 2017, the company paid a dividend in the amount of $3.0 million ($0.01 per share).

In January 2017, through a private-exchange transaction, we repurchased $649.5 million of outstanding debt with $332.5 million of net proceeds from the December 2016 exchangeable senior notes offering and $332.0 million of newly issued 8.0% senior notes due 2024. During the first quarter, we expect to recognise a pre-tax loss on the Exchange Offers of approximately $6.0 million, net of premiums and transaction costs.



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## BOARD OF DIRECTORS

PAUL E. ROWSEY, III \( ^{(1)} \) 
Non-Executive Chairman of the Board
Chief Executive Officer
Compatriot Capital, Inc.

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 \( ^{(2)} \) 
Chairman and Chief Executive Officer
Forum Energy Technologies, Inc.

GERALD W. HADDOCK \( ^{(1)(3)} \) 
President and Founder
Haddock Enterprises, LLC

FRANCIS S. KALMAN \( ^{(3)} \) 
Former Executive Vice President
McDermott International, Inc. (Retired)

KEITH O. RATTIE \( ^{(3)} \) 
Former Chairman, President and Chief Executive Officer
Questar Corporation (Retired)

CARL TROWEL
President and Chief Executive Officer
Ensco plc

 \( ^{(1)} \)  Nominating and Governance Committee  
 \( ^{(2)} \)  Compensation Committee  
 \( ^{(3)} \)  Audit Committee

## CORPORATE OFFICERS

CARL TROWEL
President and Chief Executive Officer

P. CAREY LOWE
Executive Vice President and Chief Operating Officer

JON 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

MARIA C. SILVA
Vice President – Human Resources and Business
Development Latin America



Ensco plc
6 Chesterfield Gardens
London W1J 5BQ