Valaris Ltd - FORM 10-Q - August 1, 2014

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EX-10.1 - EXHIBIT 10.1 - Valaris Ltdesv-6302014xexhibit101.htm
EX-32.2 - EXHIBIT 32.2 - Valaris Ltdesv-6302014xexhibit322.htm
EX-31.1 - EXHIBIT 31.1 - Valaris Ltdesv-6302014xexhibit311.htm
EX-15.1 - EXHIBIT 15.1 - Valaris Ltdesv-6302014xexhibit151.htm
EX-31.2 - EXHIBIT 31.2 - Valaris Ltdesv-6302014xexhibit312.htm
EX-32.1 - EXHIBIT 31.2 - Valaris Ltdesv-6302014xexhibit321.htm
EX-10.2 - EXHIBIT 10.2 - Valaris Ltdesv-6302014xexhibit102.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549     
 
FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from                   to                  

Commission File Number 1-8097

 Ensco plc
(Exact name of registrant as specified in its charter)

England and Wales
(State or other jurisdiction of
incorporation or organization)
 
6 Chesterfield Gardens
London, England
(Address of principal executive offices)
 
98-0635229
(I.R.S. Employer
Identification No.)
 
W1J 5BQ
(Zip Code)
 Registrant's telephone number, including area code:  44 (0) 20 7659 4660
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x        No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
 
 
 
Non-Accelerated filer
 
o  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o      No  x
 
As of July 25, 2014, there were 234,308,440 Class A ordinary shares of the registrant issued and outstanding.




ENSCO PLC
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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, and Section 21E of the Securities Exchange Act of 1934, as amended.  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; expected utilization, day rates, revenues, operating expenses, contract term, contract backlog, capital expenditures, insurance, financing and funding; the timing of availability, delivery, mobilization, contract commencement or relocation or other movement of rigs; 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; general market, business and industry conditions, trends and outlook; future operations; the impact of increasing regulatory complexity; expected contributions from our rig fleet expansion program and 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 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:
 
•
downtime and other risks associated with offshore rig operations or rig relocations, 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;

•
changes in worldwide rig supply and demand, competition or technology, including changes as a result of delivery of newbuild drilling rigs;

•
changes in future levels of drilling activity and expenditures, 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;

•
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 result in claims of a force majeure situation;

•
risks inherent to shipyard rig construction, repair or enhancement, including risks associated with concentration of our construction contracts with three shipyards, unexpected delays in equipment delivery and engineering or design issues following delivery, or changes in commencement, completion or service dates;

•
possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other reasons;

•
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 purported renegotiation, nullification, cancellation or breach of contracts with customers or other parties and any failure to negotiate or complete definitive contracts following announcements of receipt 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);


1


•
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;

•
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 or losses, whether related to storm or hurricane damage, losses or liabilities (including wreckage or debris removal), collisions, groundings, blowouts, fires, explosions and other accidents or 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 and debt agreement restrictions;

•
our ability to realize expected benefits from the 2009 redomestication as a U.K. public limited company and the related reorganization of Ensco’s corporate structure, including the effect of any changes in laws, rules and regulations, or the interpretation thereof, or in the applicable facts, that could adversely affect our status as a non-U.S. corporation for U.S. tax purposes or otherwise adversely affect our anticipated consolidated effective income tax rate;

•
delays in actual contract commencement dates;

•
adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of our derivative instruments; and

•
potential long-lived asset or goodwill 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 our annual report on Form 10-K for the year ended December 31, 2013, as updated in our subsequent quarterly reports on Form 10-Q which are available on the SEC's website at www.sec.gov and on the Investor Relations section of our website at www.enscoplc.com. 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.


2




PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Shareholders
Ensco plc:
 

We have reviewed the condensed consolidated balance sheet of Ensco plc and subsidiaries (the Company) as of June 30, 2014, the related condensed consolidated statements of operations, and comprehensive income, for the three-month and six-month periods ended June 30, 2014, and the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 2014 and 2013. These condensed consolidated financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Ensco plc and subsidiaries as of December 31, 2013, and the related consolidated statements of income, comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2014, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2013, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 
/s/ KPMG LLP
 
Houston, Texas
August 1, 2014

3


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
 
Three Months Ended
June 30,
 
2014
 
2013
OPERATING REVENUES
$
1,203.0

 
$
1,130.3

OPERATING EXPENSES
 
 
 
Contract drilling (exclusive of depreciation)
576.0

 
527.2

Loss on impairment
991.5

 
—

Depreciation
139.4

 
132.0

General and administrative
36.2

 
36.4

 
1,743.1

 
695.6

OPERATING (LOSS) INCOME
(540.1
)
 
434.7

OTHER INCOME (EXPENSE)
 
 
 
Interest income
3.5

 
4.7

Interest expense, net
(36.4
)
 
(44.2
)
Other, net
2.1

 
(.3
)
 
(30.8
)
 
(39.8
)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(570.9
)
 
394.9

PROVISION FOR INCOME TAXES
 
 
 
Current income tax expense
50.6

 
53.0

Deferred income tax benefit
(2.6
)
 
(4.5
)
 
48.0

 
48.5

(LOSS) INCOME FROM CONTINUING OPERATIONS
(618.9
)
 
346.4

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET
(550.7
)
 
16.2

NET (LOSS) INCOME
(1,169.6
)
 
362.6

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(3.1
)
 
(1.7
)
NET (LOSS) INCOME ATTRIBUTABLE TO ENSCO
$
(1,172.7
)
 
$
360.9

(LOSS) EARNINGS PER SHARE - BASIC AND DILUTED
 
 
 
Continuing operations
$
(2.69
)
 
$
1.48

Discontinued operations
(2.38
)
 
0.07

 
$
(5.07
)
 
$
1.55

 
 
 
 
NET (LOSS) INCOME ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED
$
(1,174.8
)
 
$
357.0

 
 
 
 
WEIGHTED-AVERAGE SHARES OUTSTANDING
 
 
 
Basic
231.5

 
230.8

Diluted
231.5

 
231.0

 
 
 
 
CASH DIVIDENDS PER SHARE
$
0.75

 
$
0.50

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

4


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
 
Six Months Ended
June 30,
 
2014
 
2013
OPERATING REVENUES
$
2,332.9

 
$
2,170.6

OPERATING EXPENSES
 
 
 
Contract drilling (exclusive of depreciation)
1,128.6

 
1,007.0

Loss on impairment

991.5

 
—

Depreciation
278.6

 
259.9

General and administrative
74.3

 
74.2

 
2,473.0

 
1,341.1

OPERATING (LOSS) INCOME
(140.1
)
 
829.5

OTHER INCOME (EXPENSE)
 

 
 

Interest income
7.1

 
8.0

Interest expense, net
(71.0
)
 
(83.4
)
Other, net
4.0

 
5.8

 
(59.9
)
 
(69.6
)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(200.0
)
 
759.9

PROVISION FOR INCOME TAXES
 
 
 
Current income tax expense
109.1

 
108.9

Deferred income tax benefit
(8.2
)
 
(9.6
)
 
100.9

 
99.3

(LOSS) INCOME FROM CONTINUING OPERATIONS
(300.9
)
 
660.6

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET
(572.0
)
 
21.9

NET (LOSS) INCOME
(872.9
)
 
682.5

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(7.3
)
 
(4.5
)
NET (LOSS) INCOME ATTRIBUTABLE TO ENSCO
$
(880.2
)
 
$
678.0

(LOSS) EARNINGS PER SHARE - BASIC AND DILUTED
 
 
 
Continuing operations
$
(1.34
)
 
$
2.82

Discontinued operations
(2.48
)
 
0.09

 
$
(3.82
)
 
$
2.91

 
 
 
 
NET (LOSS) INCOME ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED
$
(884.1
)
 
$
670.8

 
 

 
 

WEIGHTED-AVERAGE SHARES OUTSTANDING
 
 
 
Basic
231.4

 
230.6

Diluted
231.4

 
230.8

 
 
 
 
CASH DIVIDENDS PER SHARE
$
1.50

 
$
1.00

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

5


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)

 
 
Three Months Ended
June 30,
 
2014
 
2013
 
 
 
 
NET (LOSS) INCOME
$
(1,169.6
)
 
$
362.6

OTHER COMPREHENSIVE INCOME (LOSS), NET
 
 
 
Net change in fair value of derivatives
5.0

 
(9.6
)
Reclassification of net (gains) losses on derivative instruments from other comprehensive income into net income
(2.4
)
 
.4

Other
.5

 
.6

NET OTHER COMPREHENSIVE INCOME (LOSS)
3.1

 
(8.6
)
 
 
 
 
COMPREHENSIVE (LOSS) INCOME
(1,166.5
)
 
354.0

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(3.1
)
 
(1.7
)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO ENSCO
$
(1,169.6
)
 
$
352.3


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

6


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)

 
Six Months Ended
June 30,
 
2014
 
2013
 
 
 
 
NET (LOSS) INCOME
$
(872.9
)
 
$
682.5

OTHER COMPREHENSIVE INCOME (LOSS), NET
 
 
 
Net change in fair value of derivatives
9.9

 
(13.6
)
Reclassification of net gains on derivative instruments from other comprehensive income into net income
(1.9
)
 
(.6
)
Other
.5

 
.5

NET OTHER COMPREHENSIVE INCOME (LOSS)
8.5

 
(13.7
)
 
 
 
 
COMPREHENSIVE (LOSS) INCOME
(864.4
)
 
668.8

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(7.3
)
 
(4.5
)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO ENSCO
$
(871.7
)
 
$
664.3


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


7


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and par value amounts)
 
 
June 30,
2014
 
December 31,
2013
 
(Unaudited)
 
 
ASSETS
CURRENT ASSETS
 
 
 
    Cash and cash equivalents
$
145.0

 
$
165.6

    Accounts receivable, net
843.6

 
855.7

    Other
787.2

 
513.9

Total current assets
1,775.8

 
1,535.2

PROPERTY AND EQUIPMENT, AT COST
15,801.2

 
17,498.5

    Less accumulated depreciation
2,920.0

 
3,187.5

       Property and equipment, net
12,881.2

 
14,311.0

GOODWILL
3,274.0

 
3,274.0

OTHER ASSETS, NET
340.2

 
352.7

 
$
18,271.2

 
$
19,472.9

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 
 
 
Accounts payable - trade
$
494.3

 
$
341.1

Accrued liabilities and other
548.2

 
658.7

Current maturities of long-term debt
47.5

 
47.5

Total current liabilities
1,090.0

 
1,047.3

LONG-TERM DEBT
4,679.1

 
4,718.9

DEFERRED INCOME TAXES
317.0

 
362.1

OTHER LIABILITIES
592.3

 
545.7

COMMITMENTS AND CONTINGENCIES


 


ENSCO SHAREHOLDERS' EQUITY
 

 
 

Class A ordinary shares, U.S. $.10 par value, 450.0 million shares
     authorized, 240.6 million and 239.5 million shares issued
24.1

 
24.0

Class B ordinary shares, £1 par value, 50,000 shares authorized and issued
.1

 
.1

Additional paid-in capital
5,493.3

 
5,467.2

Retained earnings
6,095.4

 
7,327.3

Accumulated other comprehensive income
26.7

 
18.2

Treasury shares, at cost, 6.3 million shares and 6.0 million shares
(57.0
)
 
(45.2
)
Total Ensco shareholders' equity
11,582.6

 
12,791.6

NONCONTROLLING INTERESTS
10.2

 
7.3

Total equity
11,592.8

 
12,798.9

 
$
18,271.2

 
$
19,472.9

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

8


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

 
Six Months Ended
June 30,
 
2014
 
2013
OPERATING ACTIVITIES
 

 
 

Net (loss) income
$
(872.9
)
 
$
682.5

Adjustments to reconcile net (loss) income to net cash provided by operating activities of continuing operations:
 
 
 
Discontinued operations, net
572.0

 
(21.9
)
Loss on impairment
991.5

 
—

Depreciation expense
278.6

 
259.9

Share-based compensation expense
24.2

 
26.1

Deferred income tax benefit
(8.2
)
 
(9.6
)
Amortization of intangibles and other, net
(4.2
)
 
(15.2
)
Other
(3.5
)
 
(6.6
)
Changes in operating assets and liabilities
11.8

 
(183.9
)
Net cash provided by operating activities of continuing operations
989.3

 
731.3

 
 
 
 
INVESTING ACTIVITIES
 
 
 
Additions to property and equipment
(631.8
)
 
(591.4
)
Maturities of short-term investments
50.0

 
50.0

Purchases of short-term investments
(33.3
)
 
—

Other 
2.4

 
1.5

Net cash used in investing activities of continuing operations
(612.7
)
 
(539.9
)
 
 
 
 
FINANCING ACTIVITIES
 
 
 
Cash dividends paid
(351.2
)
 
(233.3
)
Reduction of long-term borrowings
(23.7
)
 
(23.7
)
Proceeds from exercise of share options
2.4

 
22.0

Other
(15.8
)
 
(13.8
)
Net cash used in financing activities
(388.3
)
 
(248.8
)
 
 
 
 
DISCONTINUED OPERATIONS
 
 
 
Operating activities
(67.9
)
 
52.6

Investing activities
58.8

 
8.5

Net cash (used in) provided by discontinued operations
(9.1
)
 
61.1

Effect of exchange rate changes on cash and cash equivalents
.2

 
(1.0
)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(20.6
)
 
2.7

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
165.6

 
487.1

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
145.0

 
$
489.8


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


9


ENSCO PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 -Unaudited Condensed Consolidated Financial Statements
 
We prepared the accompanying condensed consolidated financial statements of Ensco plc and subsidiaries (the "Company," "Ensco," "our," "we" or "us") in accordance with accounting principles generally accepted in the United States of America ("GAAP"), pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") included in the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial information included in this report is unaudited but, in our opinion, includes all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The December 31, 2013 condensed consolidated balance sheet data were derived from our 2013 audited consolidated financial statements, but do not include all disclosures required by GAAP. Certain previously reported amounts have been reclassified to conform to the current year presentation. The preparation of our condensed consolidated financial statements requires management 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.
 
The financial data for the three-month and six-month periods ended June 30, 2014 and 2013 included herein have been subjected to a limited review by KPMG LLP, our independent registered public accounting firm. The accompanying independent registered public accounting firm's review report is not a report within the meaning of Sections 7 and 11 of the Securities Act of 1933, and the independent registered public accounting firm's liability under Section 11 does not extend to it.
 
Results of operations for the three-month and six-month periods ended June 30, 2014 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2014. We recommend these condensed consolidated financial statements be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2013 and our quarterly reports on Form 10-Q filed with the SEC on February 26, 2014 and April 29, 2014, respectively.

New Accounting Pronouncements

In May 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. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures.
  

10


Note 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 (in millions):
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
As of June 30, 2014
 
 
 

 
 

 
 

Supplemental executive retirement plan assets 
$
42.4

 
$
—

 
$
—

 
$
42.4

Derivatives, net 
—

 
17.0

 
—

 
17.0

Total financial assets
$
42.4

 
$
17.0

 
$
—

 
$
59.4

 
 
 
 
 
 
 
 
As of December 31, 2013
 
 
 

 
 

 
 

Supplemental executive retirement plan assets
$
37.7

 
$
—

 
$
—

 
$
37.7

Derivatives, net 
—

 
1.8

 
—

 
1.8

Total financial assets
$
37.7

 
$
1.8

 
$
—

 
$
39.5


Supplemental Executive Retirement Plan Assets
 
Our supplemental executive retirement plans (the "SERP") are non-qualified plans that provide eligible employees an opportunity 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 condensed consolidated balance sheets. The fair value measurement of assets held in the SERP was based on quoted market prices.
 
Derivatives
 
Our derivatives were measured at fair value on a recurring basis using Level 2 inputs. See "Note 3 - 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 measurement of our derivatives was based on market prices that are generally observable for similar assets or liabilities at commonly-quoted intervals.
 

11


Other Financial Instruments
 
The carrying values and estimated fair values of our long-term debt instruments were as follows (in millions):
 
June 30,
2014
 
December 31,
2013
 
Carrying Value  
 
Estimated Fair Value  
 
Carrying Value  
 
Estimated Fair Value  
4.7% Senior notes due 2021
$
1,478.6

 
$
1,633.4

 
$
1,477.2

 
$
1,596.9

6.875% Senior notes due 2020
1,016.6

 
1,090.9

 
1,024.8

 
1,086.7

3.25% Senior notes due 2016
997.3

 
1,039.7

 
996.5

 
1,045.8

8.50% Senior notes due 2019
592.2

 
637.6

 
600.5

 
635.8

7.875% Senior notes due 2040
381.9

 
434.6

 
382.6

 
410.5

7.2% Debentures due 2027
149.1

 
188.9

 
149.1

 
178.6

4.33% MARAD bonds, including current maturities, due 2016
62.6

 
62.9

 
78.9

 
79.7

4.65% MARAD bonds, including current maturities, due 2020
29.3

 
32.5

 
31.5

 
35.2

6.36% MARAD bonds, including current maturities, due 2015
19.0

 
20.1

 
25.3

 
27.1

Total
$
4,726.6

 
$
5,140.6

 
$
4,766.4

 
$
5,096.3


The estimated fair values of our senior notes and debentures were determined using quoted market prices. The estimated fair values of our Maritime Administration ("MARAD") bonds were determined using an income approach valuation model. 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 June 30, 2014 and December 31, 2013.

Note 3 -Derivative Instruments
    
Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our revenues 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. We use foreign currency forward contracts to reduce our exposure to various market risks, primarily foreign currency exchange rate risk.
 
All derivatives were recorded on our condensed consolidated balance sheets at fair value. Derivatives subject to legally enforceable master netting agreements were not offset in our condensed 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.  Net assets of $17.0 million and $1.8 million associated with our foreign currency forward contracts were included on our condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013, respectively.  All of our derivatives mature during the next 18 months.  See "Note 2 - Fair Value Measurements" for additional information on the fair value measurement of our derivatives.
 

12


Derivatives recorded at fair value on our condensed consolidated balance sheets consisted of the following (in millions):
 
Derivative Assets
 
Derivative Liabilities
 
June 30,
2014
 
December 31,
2013
 
June 30,
2014
 
December 31,
2013
Derivatives Designated as Hedging Instruments
 
 
 

 
 

 
 

Foreign currency forward contracts - current(1)
$
13.7

 
$
9.1

 
$
1.1

 
$
9.8

Foreign currency forward contracts - non-current(2)
1.7

 
1.2

 
.2

 
.6

 
15.4

 
10.3

 
1.3

 
10.4

Derivatives Not Designated as Hedging Instruments
 
 
 

 
 

 
 

Foreign currency forward contracts - current(1)
3.2

 
2.5

 
.3

 
.6

 
3.2

 
2.5

 
.3

 
.6

Total
$
18.6

 
$
12.8

 
$
1.6

 
$
11.0

 
(1) 
Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the respective balance sheet date were included in other current assets and accrued liabilities and other, respectively, on our condensed consolidated balance sheets.

(2) 
Derivative assets and liabilities that have maturity dates greater than twelve months from the respective balance sheet date were included in other assets, net, and other liabilities, respectively, on our condensed 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 June 30, 2014, we had cash flow hedges outstanding to exchange an aggregate $372.2 million for various foreign currencies, including $187.0 million for British pounds, $91.4 million for Brazilian reais, $39.5 million for Singapore dollars, $22.2 million for Australian dollars, $20.9 million for euros and $11.2 million for other currencies.

Gains and losses, net of tax, on derivatives designated as cash flow hedges included in our condensed consolidated statements of operations and comprehensive income were as follows (in millions):

Three Months Ended June 30, 2014 and 2013
 
Gain (Loss)Recognized in Other Comprehensive Income (Effective Portion)  
 
(Loss) Gain Reclassified from Accumulated Other Comprehensive Income ("AOCI") into Income (Effective Portion)(1)
 
Gain (Loss)Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)(2)
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Interest rate lock contracts(3)
$
—

 
$
—

 
$
(.1
)
 
$
(.1
)
 
$
—

 
$
—

Foreign currency forward contracts(4)
5.0

 
(9.6
)
 
2.5

 
(.3
)
 
1.2

 
(1.6
)
Total
$
5.0

 
$
(9.6
)
 
$
2.4

 
$
(.4
)
 
$
1.2

 
$
(1.6
)


13


Six Months Ended June 30, 2014 and 2013
 
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion)  
 
(Loss) Gain Reclassified from AOCI into Income (Effective Portion)(1)
 
Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)(2)
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Interest rate lock contracts(3)
$
—

 
$
—

 
$
(.2
)
 
$
(.2
)
 
$
—

 
$
—

Foreign currency forward contracts(5)
9.9

 
(13.6
)
 
2.1

 
.8

 
1.9

 
(1.4
)
Total
$
9.9

 
$
(13.6
)
 
$
1.9

 
$
.6

 
$
1.9

 
$
(1.4
)

(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 condensed 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 condensed consolidated statements of operations.

(4) 
During the three-month period ended June 30, 2014, $2.3 million of gains were reclassified from AOCI into contract drilling expense and $200,000 of gains were reclassified from AOCI into depreciation expense in our condensed consolidated statement of operations. During the three-month period ended June 30, 2013, $500,000 of losses were reclassified from AOCI into contract drilling expense and $200,000 of gains were reclassified from AOCI into depreciation expense in our condensed consolidated statement of operations.

(5) 
During the six-month period ended June 30, 2014, $1.7 million of gains were reclassified from AOCI into contract drilling expense and $400,000 of gains were reclassified from AOCI into depreciation expense in our condensed consolidated statement of operations. During the six-month period ended June 30, 2013, $400,000 of gains were reclassified from AOCI into contract drilling expense and $400,000 of gains were reclassified from AOCI into depreciation expense in our condensed 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 June 30, 2014, we held derivatives not designated as hedging instruments to exchange an aggregate $233.7 million for various foreign currencies, including $111.0 million for euros, $37.1 million for British pounds, $25.2 million for Swiss francs, $17.4 million for Indonesian rupiah, $14.5 million for Australian dollars and $28.5 million for other currencies.
     
Net gains of $900,000 and net losses of $300,000 associated with our derivatives not designated as hedging instruments were included in other, net, in our condensed consolidated statements of operations for the three-month periods ended June 30, 2014 and 2013, respectively. Net gains of $300,000 and net losses of $4.7 million associated with our derivatives not designated as hedging instruments were included in other, net in our condensed consolidated statements of operations for the six-month periods ended June 30, 2014 and 2013, respectively.


14


As of June 30, 2014, the estimated amount of net gains associated with derivative instruments, net of tax, that would be reclassified into earnings during the next twelve months totaled $6.7 million.

Note 4 - 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 condensed consolidated balance sheets, and net income attributable to noncontrolling interests is presented separately on our condensed consolidated statements of operations.
    
Income from continuing operations attributable to Ensco for the three-month and six-month periods ended June 30, 2014 and 2013 was as follows (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
(Loss) income from continuing operations
$
(618.9
)
 
$
346.4

 
$
(300.9
)
 
$
660.6

Income from continuing operations attributable to noncontrolling interests
(3.1
)
 
(1.4
)
 
(7.2
)
 
(4.1
)
(Loss) income from continuing operations attributable to Ensco
$
(622.0
)
 
$
345.0

 
$
(308.1
)
 
$
656.5


Income from discontinued operations attributable to Ensco for the three-month and six-month periods ended June 30, 2014 and 2013 was as follows (in millions):

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
(Loss) income from discontinued operations, net
$
(550.7
)
 
$
16.2

 
$
(572.0
)
 
$
21.9

Income from discontinued operations attributable to noncontrolling interests

—

 
(.3
)
 
(.1
)
 
(.4
)
(Loss) income from discontinued operations attributable to Ensco

$
(550.7
)
 
$
15.9

 
$
(572.1
)
 
$
21.5


Note 5 - Earnings Per Share
 
We compute basic and diluted earnings per share ("EPS") in accordance with the two-class method. Net (loss)income 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 excludes non-vested shares.
    

15


The following table is a reconciliation of net (loss) income attributable to Ensco shares used in our basic and diluted EPS computations for the three-month and six-month periods ended June 30, 2014 and 2013 (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Net (loss) income attributable to Ensco
$
(1,172.7
)
 
$
360.9

 
$
(880.2
)
 
$
678.0

Net income allocated to non-vested share awards
(2.1
)
 
(3.9
)
 
(3.9
)
 
(7.2
)
Net (loss) income attributable to Ensco shares
$
(1,174.8
)
 
$
357.0

 
$
(884.1
)
 
$
670.8

 
Net income allocated to non-vested share awards during the three-month and six-month periods ended June 30, 2014 represented dividends paid on non-vested share awards of $2.1 million and $3.9 million, respectively, and reduced net (loss) income from continuing operations attributable to Ensco shares in our basic and diluted EPS computations.

The following table is a reconciliation of the weighted-average shares used in our basic and diluted EPS computations for the three-month and six-month periods ended June 30, 2014 and 2013 (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Weighted-average shares - basic
231.5

 
230.8

 
231.4

 
230.6

Potentially dilutive shares
—

 
.2

 
—

 
.2

Weighted-average shares - diluted
231.5

 
231.0

 
231.4

 
230.8

 
Antidilutive share options totaling 500,000 were excluded from the computation of diluted EPS for the three-month and six-month periods ended June 30, 2014. Antidilutive share options totaling 300,000 were excluded from the computation of diluted EPS for the three-month and six-month periods ended June 30, 2013.

Note 6 -Impairment

Impairment of Long-Lived Assets

During recent periods, a reduction in demand by operators combined with an oversupply of rigs has negatively impacted the floater market. The supply and demand imbalance has significantly challenged drilling contractors to contract older, less capable floaters.

During the second quarter, demand for floaters deteriorated further as a result of the continued reduction in capital spending by operators in addition to recently announced delays in operators’ drilling programs. The further reduction in demand, when combined with the increasing supply from newbuild floater deliveries, has led to a very competitive market. In general, contracting activity for floaters declined significantly and new day rate fixtures were substantially lower than rates realized during the first quarter of 2014 and fourth quarter of 2013. More specifically, drilling contractors have been unable to contract older, less capable rigs as operators are now targeting premium, high-specification rigs at lower day rates. The significant supply and demand imbalance will continue to be adversely impacted by future newbuild deliveries, program delays and lower capital spending by operators. As a result, day rates and utilization will remain under pressure, especially for the older, less capable floaters. In response to the adverse change in the current and anticipated floaters business climate, management evaluated our older, less capable floaters during the three-month period ended June 30, 2014 and committed to a plan to sell five rigs. These rigs were written down to fair value, less costs to sell, and classified as "held for sale" on our June 30, 2014 condensed consolidated balance sheet.

We measured the fair value of the "held for sale" rigs by applying a market approach, which 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 recorded a pre-tax, non-cash loss on impairment totaling $546.4 million during the three-month period ended June 30, 2014. The impairment charge was included in (loss) income from discontinued

16

operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014. See "Note 8 - Discontinued Operations" for additional information on our "held for sale" rigs.

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. As a result of the adverse change in the floater business climate observed during the second quarter of 2014, management's commitment to a plan to sell five floaters during the second quarter of 2014 and the impairment charge incurred on the "held for sale" floaters, management concluded that a triggering event had occurred during the second quarter of 2014 and performed an asset impairment analysis on our remaining older, less capable floaters. Based on the analysis performed, we recorded an additional non-cash loss on impairment with respect to four other floaters totaling $991.5 million during the three-month period ended June 30, 2014. The impairment charge was included in loss on impairment in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014. We measured the fair value of these rigs by applying an income approach, using projected discounted cash flows. 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.

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, provide one service, contract drilling.

We test goodwill for impairment on an annual basis or when events or changes in circumstances indicate that a potential impairment exists.  Management concluded that the aforementioned adverse change in the current and anticipated floater business climate, the commitment to a plan to sell five floaters and the impairment charge on the "held for sale" floaters triggered the need for an interim impairment test to evaluate the Floaters reporting unit goodwill balance of $3.1 billion as of May 31, 2014.

Based on the valuation performed as of May 31, 2014, the Floaters reporting unit estimated fair value exceeded the carrying value (adjusted for the long-lived impairments noted above) by approximately 7%; therefore, we concluded that the goodwill balance was not impaired.  We estimated the fair value of the Floaters reporting unit using a blended income and market approach.

The income approach was based on a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. The future cash flows were projected based on our estimates of future day rates, utilization, operating costs, capital requirements, growth rates and terminal values for our rigs. Forecasted day rates and utilization take into account current market conditions and our anticipated business outlook, both of which have been impacted by the recent adverse change in the floater business environment. The day rates reflect contracted rates during the respective contracted periods and management's estimate of market day rates in uncontracted periods. The forecasted market day rates were held constant in the near-term and were forecasted to grow in the longer-term and terminal period.

Operating costs were forecasted using our historical average operating costs and were adjusted for an estimated inflation factor. Capital requirements in the discounted cash flow model were based on management's estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements include cash outflows for new rig construction, rig enhancements and minor upgrades and improvements.

A terminal period was used to reflect our estimate of stable, perpetual growth. The terminal period reflects a terminal growth rate of 3.5%, which includes an estimated inflation factor. The future cash flows were discounted using a market-participant risk-adjusted weighted average cost of capital ("WACC") of 10.5%.

These assumptions were derived from unobservable inputs and reflect management's judgments and assumptions. A decline in the Floaters reporting unit cash flow projections or changes in other key assumptions may

17

result in a goodwill impairment charge in the future. Specifically, keeping all other variables constant, a 50 basis point increase in the WACC applied would reduce the estimated fair value of our Floaters reporting unit below its carrying value. In addition, keeping all other variables constant, a 1.5% reduction in the terminal growth rate would reduce the estimated fair value of our Floaters reporting unit below its carrying value. Also, keeping all other variables constant, a 5.0% reduction in our forecasted market day rates would reduce the estimated fair value of our Floaters reporting unit below its carrying value.

The market approach was based upon the application of price-to-earnings multiples to management's estimates of future earnings adjusted for a control premium. The price-to-earnings multiples used in the market valuation ranged from 7.5x to 8.5x and were based on competitor market multiples. The fair value determined under the market approach is sensitive to these multiples, and a decline in any of the multiples could reduce the estimated fair value of our Floaters reporting unit below its carrying value. Management's earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.

The estimated fair value determined under the income approach was consistent with the estimated fair value determined under the market approach. For purposes of the goodwill impairment test, we calculated the Floaters reporting unit estimated fair value as the average of the values calculated under the income approach and the market approach.

We evaluated the estimated fair value of our reporting units compared to our market capitalization as of May 31, 2014. To perform this assessment, we used a market approach to estimate the fair value of the Jackups reporting unit. The aggregated fair values of our reporting units exceeded our market capitalization, and we believe the resulting implied control premium is reasonable based on recent market transactions within our industry or other relevant benchmark data.

The estimates used to determine the fair value of the Floaters reporting unit reflect management's best estimates, and we believe they are reasonable. Future declines in the Floaters reporting unit's operating performance or our anticipated business outlook may reduce the estimated fair value of our Floaters reporting unit below its carrying value. Factors that could have a negative impact on the fair value of the Floaters reporting unit include, but are not limited to:

•
decreases in estimated market day rates and utilization due to greater-than-expected market pressures, downtime and other risks associated with offshore rig operations;

•
decreases in revenue due to our inability to attract and retain skilled personnel;

•
changes in worldwide rig supply and demand, competition or technology, including changes as a result of delivery of newbuild drilling rigs;

•
changes in future levels of drilling activity and expenditures, 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;

•
possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other reasons;

•
delays in actual contract commencement dates;

•
the outcome of litigation, legal proceedings, investigations or other claims or contract disputes resulting in significant cash outflows;

•
governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations (such as the Gulf of Mexico during hurricane season);


18

•
increases in the market-participant risk-adjusted WACC;

•
declines in anticipated growth rates;

•
declines in our market capitalization.

Adverse changes in one or more of these factors could reduce the estimated fair value of our Floaters reporting unit below its carrying value in future periods.

Note 7 -Shareholders' Equity

During the three-month and six-month periods ended June 30, 2014, we granted 900,000 and 1.1 million non-vested share awards, respectively, to our employees, officers and non-employee directors for annual equity awards and for equity awards granted to new or recently promoted employees, pursuant to our 2012 Long-Term Incentive Plan. Grants of non-vested 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 the grant. Our non-vested share awards have dividend rights effective on the date of grant and are measured at fair value using the market value of our shares on the date of grant. The weighted-average grant-date fair value of non-vested share awards granted during the three-month and six-month periods ended June 30, 2014 was $52.47 and $52.51 per share, respectively.

Note 8 -Discontinued Operations
    
During the three-month period ended June 30, 2014, management committed to a plan to sell five floaters. The ENSCO 5000, ENSCO 5001, ENSCO 5002, ENSCO 6000 and ENSCO 7500 were removed from our portfolio of rigs marketed for contract drilling services and are being actively marketed for sale. These rigs were classified as "held for sale" as of June 30, 2014 and written down to fair value less costs to sell.

We recorded a non-cash loss on impairment totaling $508.8 million, net of tax benefits of $37.6 million, during the three-month period ended June 30, 2014. The impairment charge was included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014. The operating results from these rigs were included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014 and 2013.

In connection with the sale of the ENSCO 7500, we will be required to pay the outstanding principal on the 6.36% MARAD bonds due 2015, which are collateralized by this rig. The outstanding principal balance on this bond is $19.0 million as of June 30, 2014, of which $12.7 million is included in current maturities of long term debt in the condensed consolidated balance sheet as of June 30, 2014.

During the three-month period ended June 30, 2014, we sold jackup rig ENSCO 85 for net proceeds of $64.4 million. The rig was classified as held for sale as of March 31, 2014. The proceeds from the sale were included in investing activities of discontinued operations in our condensed consolidated statement of cash flows for the six-month period ended June 30, 2014. We recognized a gain of $2.3 million in connection with the disposal, which was included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014. ENSCO 85 operating results were included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014 and 2013.


19


During the six-month period ended June 30, 2014, we sold jackup rigs ENSCO 69 and Wisconsin for net proceeds of $32.2 million. These rigs were classified as held for sale as of December 31, 2013. The proceeds from the sale were received in December 2013 and included in net cash used in investing activities of continuing operations in our consolidated statement of cash flows for the year ended December 31, 2013 in our annual report on Form 10-K for the year ended December 31, 2013. During the three-month period ended June 30, 2014, in connection with the potential sale of multiple rigs in our fleet mentioned above, ENSCO 69 and Wisconsin operating results were reclassified to (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014 and 2013. We recognized a gain of $17.9 million in connection with the disposal, which was also reclassified to (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2014.

During the six-month period ended June 30, 2013, we sold jackup rig Pride Pennsylvania for net proceeds of $15.5 million. The rig was classified as held for sale and included in discontinued operations during 2012 in connection with the sale of multiple rigs in our fleet. The proceeds from the sale were included in investing activities of discontinued operations in our condensed consolidated statement of cash flows for the six-month period ended June 30, 2013. We recognized a loss of $1.1 million in connection with the disposal, which was included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the six-month period ended June 30, 2013. Pride Pennsylvania operating results were included in (loss) income from discontinued operations, net in our condensed consolidated statement of operations for the three-month and six-month period ended June 30, 2013.
    
The following table summarizes (loss) income from discontinued operations, net for the three-month and six-month periods ended June 30, 2014 and 2013 (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2013
 
2014
 
2013
Revenues
$
32.7

 
$
117.8

 
$
89.8

 
$
227.5

Operating expenses
74.2

 
100.5

 
170.4

 
202.8

Operating (loss) income
(41.5
)

17.3

 
(80.6
)
 
24.7

Other income
—

 
—

 
—

 
.3

Income tax expense
(1.1
)
 
(1.1
)
 
(2.7
)
 
(2.0
)
Loss on impairment, net
(508.8
)
 
—

 
(508.8
)
 
—

Gain (loss) on disposal of discontinued operations, net
.7

 
—

 
20.1

 
(1.1
)
(Loss) income from discontinued operations, net
$
(550.7
)
 
$
16.2

 
$
(572.0
)
 
$
21.9


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

The following table summarizes the major classes of assets held for sale included in other current assets on our condensed consolidated balance sheet as of June 30, 2014 (in millions):
Property and equipment, net
288.5

Other assets
2.3

Assets held for sale
$
290.8


Note 9 -
Income Taxes
 
Excluding the impact of a $991.5 million loss on impairment and all other discrete income tax expense, our consolidated effective income tax rate for the three-month and six-month periods ended June 30, 2014 was 10.9% as compared to 11.9% for the three-month and six-month periods ended June 30, 2013. The decrease is primarily attributable to an increase in the relative components of our estimated 2014 earnings, excluding discrete items, generated in tax jurisdictions with lower tax rates.
    
Discrete income tax expense for the three-month period ended June 30, 2014 was primarily attributable to the resolution of prior period tax matters. Discrete income tax expense for the six-month period ended June 30, 2014 was primarily attributable to the recognition of a liability for unrecognized tax benefits associated with certain tax positions taken in prior years and the resolution of prior period tax matters. Discrete income tax expense for the six-month period ended June 30, 2013 was primarily attributable to the recognition of a liability for unrecognized tax benefits associated with a tax position taken in prior years.
 
Note 10 -Contingencies

ENSCO 29 Wreck Removal

During 2005, a portion of the ENSCO 29 platform drilling rig was lost over the side of a customer's platform as a result of Hurricane Katrina. In June 2014, we received a letter from an operator demanding that Ensco retrieve the derrick and drawworks from the seabed.
Our property insurance policies include coverage for ENSCO 29 wreckage and debris removal costs up to $3.8 million. We also maintain liability insurance policies that provide coverage under certain circumstances for wreckage and debris removal costs in excess of the $3.8 million coverage provided under the property insurance policies. We believe that it is not probable a liability exists with respect to this matter, and no liability has been recorded on our condensed consolidated balance sheet as of June 30, 2014. While we cannot reasonably estimate a range of

20


possible loss at this time, it is possible that removal costs may be in excess of our insurance coverage. Although we do not expect costs associated with the ENSCO 29 wreck removal to have a material adverse effect upon our financial position, operating results or cash flows, there can be no assurances as to the ultimate outcome.

ENSCO 74 Loss

During 2008, ENSCO 74 was lost as a result of Hurricane Ike in the U.S. Gulf of Mexico.  The sunken rig hull of ENSCO 74 was located approximately 95 miles from the original drilling location when it was struck by an oil tanker during 2009.  Wreck removal operations on the sunken rig hull of ENSCO 74 were completed during 2010.
 
We filed a petition for exoneration or limitation of liability under U.S. admiralty and maritime law during 2009. A number of claimants presented claims in the exoneration/limitation proceedings. We have liability insurance policies that provide coverage for such claims as well as removal of wreckage and debris in excess of the property insurance policy sublimit, subject to a $10.0 million per occurrence deductible for third-party claims and an annual aggregate limit of $490.0 million.

The owner of a pipeline filed claims alleging that ENSCO 74 caused the pipeline to rupture during Hurricane Ike and sought damages for the cost of repairs and business interruption in an amount in excess of $26.0 million. During the first quarter of 2014, we reached an agreement with the owner of the pipeline to settle the claims for $9.6 million. Prior to the settlement, we incurred legal fees of $3.6 million for this matter. During the second quarter of 2014, we paid the remaining $6.4 million of our deductible under our liability insurance policy, which was included in accrued liabilities and other on our condensed consolidated balance sheet as of December 31, 2013. The remaining $3.2 million of settlement proceeds was paid by our underwriters under the terms of the related insurance policies.

The owner of the oil tanker that struck the hull of ENSCO 74 filed claims seeking monetary damages in excess of $5.0 million for losses incurred when the tanker struck the sunken hull of ENSCO 74. This matter went to trial in June 2014, and the Company won a directed verdict regarding all claims. The plaintiff has the right to appeal the decision. We believe that it is not probable that a liability exists with respect to these claims.
 
We believe all liabilities associated with the ENSCO 74 loss during Hurricane Ike resulted from a single occurrence under the terms of the applicable insurance policies. However, legal counsel for certain liability underwriters have asserted that the liability claims arise from separate occurrences. In the event of multiple occurrences, the self-insured retention is $15.0 million for two occurrences and $1.0 million for each occurrence thereafter.

Although we do not expect final disposition of the claims associated with the ENSCO 74 loss to have a material adverse effect upon our financial position, operating results or cash flows, there can be no assurances as to the ultimate outcome.

Asbestos Litigation

We and certain subsidiaries have been named as defendants, along with numerous third-party companies as co-defendants, in multi-party lawsuits filed in Mississippi and Louisiana by approximately 100 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.

In December 2013, we reached an agreement in principle with 58 of the plaintiffs to settle lawsuits filed in Mississippi for a nominal amount. While we believe the settlement will be approved by the Court, there can be no assurances as to the ultimate outcome.

We intend to vigorously defend against the remaining claims and have filed responsive pleadings preserving all defenses and challenges to jurisdiction and venue. However, discovery is still ongoing and, therefore, available information regarding the nature of all pending claims is limited. At present, we cannot reasonably determine how

21


many of the claimants may have valid claims under the Jones Act or estimate a range of potential liability exposure, if any.
 
In addition to the pending cases in Mississippi and Louisiana, we have other asbestos or lung injury claims pending against us in litigation in other jurisdictions. Although we do not expect final disposition of these asbestos or lung injury lawsuits to have a material adverse effect upon our financial position, operating results or cash flows, there can be no assurances as to the ultimate outcome of the lawsuits.

   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 and surety bonds 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 and surety bonds outstanding as of June 30, 2014 totaled $248.4 million and were 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 June 30, 2014, we had not been required to make collateral deposits with respect to these agreements.

Note 11 -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 the three-month and six-month periods ended 2014 and 2013 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. Prior year information has been reclassified to conform to the current year presentation.

22



Three Months Ended June 30, 2014
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
720.6

 
$
465.9

 
$
16.5

 
$
1,203.0

 
$
—

 
$
1,203.0

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
330.3

 
234.0

 
11.7

 
576.0

 
—

 
576.0

Loss on impairment
991.5

 
—

 
—

 
991.5

 
—

 
991.5

Depreciation
93.2

 
44.1

 
—

 
137.3

 
2.1

 
139.4

General and administrative
—

 
—

 
—

 
—

 
36.2

 
36.2

Operating (loss) income
$
(694.4
)
 
$
187.8

 
$
4.8

 
$
(501.8
)
 
$
(38.3
)
 
$
(540.1
)
Property and equipment, net
$
9,661.1

 
$
3,152.9

 
$
—

 
$
12,814.0

 
$
67.2

 
$
12,881.2


Three Months Ended June 30, 2013
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
716.9

 
$
393.1

 
$
20.3

 
$
1,130.3

 
$
—

 
$
1,130.3

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
302.6

 
208.6

 
16.0

 
527.2

 
—

 
527.2

Depreciation
91.7

 
38.7

 
—

 
130.4

 
1.6

 
132.0

General and administrative
—

 
—

 
—

 
—

 
36.4

 
36.4

Operating income (loss)
$
322.6

 
$
145.8

 
$
4.3

 
$
472.7

 
$
(38.0
)
 
$
434.7

Property and equipment, net
$
10,862.5

 
$
2,491.2

 
$
—

 
$
13,353.7

 
$
36.8

 
$
13,390.5


Six Months Ended June 30, 2014
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
1,410.8

 
$
889.0

 
$
33.1

 
$
2,332.9

 
$
—

 
$
2,332.9

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
656.4

 
449.2

 
23.0

 
1,128.6

 
—

 
1,128.6

Loss on impairment
991.5

 
—

 
—

 
991.5

 
—

 
991.5

Depreciation
189.6

 
85.0

 
—

 
274.6

 
4.0

 
278.6

General and administrative
—

 
—

 
—

 
—

 
74.3

 
74.3

Operating (loss) income
$
(426.7
)
 
$
354.8

 
$
10.1

 
$
(61.8
)
 
$
(78.3
)
 
$
(140.1
)
Property and equipment, net
$
9,661.1

 
$
3,152.9

 
$
—

 
$
12,814.0

 
$
67.2

 
$
12,881.2



23


Six Months Ended June 30, 2013
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
1,342.2

 
$
787.9

 
$
40.5

 
$
2,170.6

 
$
—

 
$
2,170.6

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
573.2

 
402.1

 
31.7

 
1,007.0

 
—

 
1,007.0

Depreciation
179.4

 
77.3

 
—

 
256.7

 
3.2

 
259.9

General and administrative
—

 
—

 
—

 
—

 
74.2

 
74.2

Operating income (loss)
$
589.6

 
$
308.5

 
$
8.8

 
$
906.9

 
$
(77.4
)
 
$
829.5

Property and equipment, net
$
10,862.5

 
$
2,491.2

 
$
—

 
$
13,353.7

 
$
36.8

 
$
13,390.5


Information about Geographic Areas    

As of June 30, 2014, the geographic distribution of our drilling rigs by reportable segment was as follows:
 
Floaters(1)

 
Jackups(2)

 
Total(3)

North & South America (excluding Brazil)
9
 
12
 
21
Middle East & Africa
6
 
10
 
16
Asia & Pacific Rim
4
 
9
 
13
Europe & Mediterranean
2
 
10
 
12
Asia & Pacific Rim (under construction)
3
 
5
 
8
Brazil
5
 
—
 
5
Total
29
 
46
 
75

(1) 
The five floaters classified as "held for sale" as of June 30, 2014 are included in the table above.

(2) 
In July 2014, we accepted delivery of the ENSCO 122, which is committed under a long-term drilling contract.

(3) 
We provide management services on two rigs owned by third-parties not included in the table above. 

Note 12 -Supplemental Financial Information

Consolidated Balance Sheet Information

Accounts receivable, net, consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Trade
$
839.8

 
$
869.8

Other
17.1

 
14.3

 
856.9

 
884.1

Allowance for doubtful accounts
(13.3
)
 
(28.4
)
 
$
843.6

 
$
855.7



24


Other current assets consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Assets held for sale
$
290.8

 
$
8.6

Inventory
254.8

 
256.4

Prepaid taxes
82.1

 
88.1

Deferred costs
64.9

 
47.4

Short-term investments
33.3

 
50.0

Deferred tax assets
22.9

 
23.1

Derivative assets
16.9

 
11.6

Prepaid expenses
15.4

 
18.5

Other
6.1

 
10.2

 
$
787.2

 
$
513.9

 
    
Other assets, net consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Deferred costs
$
79.5

 
$
59.1

Intangible assets
66.6

 
83.8

Supplemental executive retirement plan assets
42.4

 
37.7

Prepaid taxes on intercompany transfers of property
41.0

 
50.2

Unbilled receivables
36.5

 
51.9

Warranty and other claim receivables
30.6

 
30.6

Deferred tax assets
28.9

 
25.2

Other
14.7

 
14.2

 
$
340.2

 
$
352.7

    
Accrued liabilities and other consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Personnel costs
$
206.1

 
$
242.0

Deferred revenue
156.4

 
169.8

Taxes
99.0

 
84.2

Accrued interest
67.1

 
68.0

Advance payment received on sale of assets
—

 
33.0

Customer pre-payments
—

 
20.0

Other
19.6

 
41.7

 
$
548.2

 
$
658.7

    

25


Other liabilities consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Deferred revenue
$
271.6

 
$
217.6

Unrecognized tax benefits (inclusive of interest and penalties)
159.6

 
148.0

Intangible liabilities
55.1

 
69.1

Supplemental executive retirement plan liabilities
45.3

 
40.5

Personnel costs
24.8

 
37.2

Other
35.9

 
33.3

 
$
592.3

 
$
545.7

 
Accumulated other comprehensive income consisted of the following (in millions):
 
June 30,
2014
 
December 31,
2013
Derivative Instruments
$
28.6

 
$
20.6

Other
(1.9
)
 
(2.4
)
 
$
26.7

 
$
18.2


Concentration of Risk

We are exposed to credit risk relating to our receivables from customers, our cash and cash equivalents, our short-term 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 management's expectations. We mitigate our credit risk relating to cash and cash equivalents by focusing on diversification and quality of instruments. Cash equivalents consist of a portfolio of high-grade instruments. Custody of cash and cash equivalents 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 International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, which include provisions for a legally enforceable master netting agreement, with almost all of 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.  See "Note 3 - Derivative Instruments" for additional information on our derivatives.

During the three-month period ended June 30, 2014, Total and Anadarko Petroleum accounted for 11%, and 10% of our consolidated revenues, respectively, all of which were attributable to our Floaters segment. During the same period, BP accounted for 16% of our consolidated revenues, 81% of which were attributable to our Floaters segment. 

During the six-month period ended June 30, 2014, Total and Anadarko Petroleum accounted 13%, and 10% of our consolidated revenues, respectively, all of which were attributable to our Floaters segment. During the same period, BP accounted for 16% of our consolidated revenues, 80% of which were attributable to our Floaters segment.

During the three-month period ended June 30, 2014, revenues provided by our drilling operations in the U.S. Gulf of Mexico totaled $476.1 million, or 40%, of our consolidated revenues, of which 76% were provided by our Floaters segment. Revenues provided by our drilling operations in Angola during the three-month period ended June 30,

26


2014 totaled $198.8 million, or 17%, of our consolidated revenues, all of which were provided by our Floaters segment.

During the six-month period ended June 30, 2014, revenues provided by our drilling operations in the U.S. Gulf of Mexico totaled $896.0 million, or 38%, of our consolidated revenues, of which 75% were provided by our Floaters segment.  Revenues provided by our drilling operations in Angola and Brazil during the six-month period ended June 30, 2014 totaled $388.1 million and $245.7 million, or 17% and 11%, respectively, of our consolidated revenues, all of which were provided by our Floaters segment.

Note 13 -Guarantee of Registered Securities

On May 31, 2011, Ensco plc completed a merger transaction (the "Merger") with Pride International Inc. ("Pride"). In connection with the Merger, 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% unsecured senior notes due 2019, 6.875% unsecured senior notes due 2020 and 7.875% unsecured senior notes due 2040, which had an aggregate outstanding principal balance of $1.7 billion as of June 30, 2014. 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 during 1997, which had an aggregate outstanding principal balance of $150.0 million as of June 30, 2014.
    
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 the unaudited condensed consolidating statements of operations for the three-month and six-month periods ended June 30, 2014 and 2013; the unaudited condensed consolidating statements of comprehensive income for the three-month and six-month periods ended June 30, 2014 and 2013; the condensed consolidating balance sheets as of June 30, 2014 (unaudited) and December 31, 2013; and the unaudited condensed consolidating statements of cash flows for the six-month periods ended June 30, 2014 and 2013, in accordance with Rule 3-10 of Regulation S-X.


27


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended June 30, 2014
(in millions)
(Unaudited)

 
Ensco plc
 
ENSCO International Incorporated
 
Pride International, Inc.
 
Other Non-Guarantor Subsidiaries of Ensco
 
Consolidating Adjustments
 
Total
OPERATING REVENUES
$
7.8

 
$
38.9

 
$
—

 
$
1,236.1

 
$
(79.8
)
 
$
1,203.0

OPERATING EXPENSES
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
8.0

 
38.9

 
—

 
608.9

 
(79.8
)
 
576.0

Loss on impairment
—

 
—

 
—

 
991.5

 
—

 
991.5

Depreciation
—

 
1.8

 
—

 
137.6

 
—

 
139.4

General and administrative
14.5

 
.1

 
—

 
21.6

 
—

 
36.2

OPERATING LOSS
(14.7
)
 
(1.9
)

—


(523.5
)

—


(540.1
)
OTHER EXPENSE, NET
(12.0
)
 
(1.4
)
 
(13.7
)
 
(3.7
)
 
—

 
(30.8
)
LOSS BEFORE INCOME TAXES
(26.7
)
 
(3.3
)

(13.7
)

(527.2
)

—


(570.9
)
INCOME TAX PROVISION
—

 
7.6

 
—

 
40.4

 
—

 
48.0

DISCONTINUED OPERATIONS, NET
—

 
—

 
—

 
(550.7
)
 
—

 
(550.7
)
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
(1,146.0
)
 
(1,481.5
)
 
(1,554.5
)
 
—

 
4,182.0

 
—

NET LOSS
(1,172.7
)

(1,492.4
)

(1,568.2
)

(1,118.3
)

4,182.0


(1,169.6
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
—

 
—

 
—

 
(3.1
)
 
—

 
(3.1
)
NET LOSS ATTRIBUTABLE TO ENSCO
$
(1,172.7
)
 
$
(1,492.4
)

$
(1,568.2
)

$
(1,121.4
)

$
4,182.0


$
(1,172.7
)

28


ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended June 30, 2013
(in millions)
(Unaudited)

 
Ensco plc
 
ENSCO International Incorporated
 
Pride International, Inc.
 
Other Non-Guarantor Subsidiaries of Ensco
 
Consolidating Adjustments
 
Total
OPERATING REVENUES
$
5.5

 
$
38.2

 
$
—

 
$
1,164.5

 
$
(77.9
)
 
$
1,130.3

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

 


Contract drilling (exclusive of depreciation)
12.8

 
38.2

 
—

 
554.1

 
(77.9
)
 
527.2

Depreciation
.1

 
1.0

 
—

 
130.9

 
—

 
132.0

General and administrative
16.2