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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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England and Wales
(State or other jurisdiction of
incorporation or organization)
6 Chesterfield Gardens
London, England
(Address of principal executive offices)
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98-0635229
(I.R.S. Employer
Identification No.)
W1J 5BQ
(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-Accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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•
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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, such as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris;
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•
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changes in worldwide rig supply and demand, competition or technology, including changes as a result of delivery of newbuild drilling rigs;
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•
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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;
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governmental action, terrorism, piracy, military action and political and economic uncertainties, including uncertainty or instability resulting from civil unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East, North Africa, West Africa or other geographic regions, which may result in expropriation, nationalization, confiscation or deprivation of our assets or result in claims of a force majeure situation;
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potential long-lived asset or goodwill impairments;
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risks inherent to shipyard rig construction, repair or enhancement, including risks associated with concentration of our construction contracts with two shipyards, unexpected delays in equipment delivery and engineering or design issues following delivery, or changes in the commencement, completion or service dates;
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•
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the outcome of litigation, legal proceedings, investigations or other claims or contract disputes, including any inability to collect receivables or resolve significant contractual or day rate disputes, any 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;
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governmental regulatory, legislative and permitting requirements or other events affecting drilling operations, including limitations on drilling locations, such as the Gulf of Mexico during hurricane season;
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new and future regulatory, legislative or permitting requirements, future lease sales, changes in laws, rules and regulations that have or may impose increased financial responsibility, additional oil spill abatement contingency plan capability requirements and other governmental actions that may result in claims of force majeure or otherwise adversely affect our existing drilling contracts;
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possible cancellation or suspension of drilling contracts as a result of mechanical difficulties, performance or other reasons or delays in actual contract commencement dates;
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our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, unionization or otherwise;
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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;
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our debt levels and debt agreement restrictions may limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities;
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adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of our derivative instruments;
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our ability to realize expected benefits from the December 2009 redomestication as a U.K. public limited company and the related reorganization of Ensco's corporate structure (the "redomestication"), 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; and
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risks associated with the issuance and trading of our Class A ordinary shares that were not associated with our American depositary shares.
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Three Months Ended
June 30, |
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2012
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2011
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||||
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OPERATING REVENUES
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$
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1,072.0
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$
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564.2
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OPERATING EXPENSES
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||||
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Contract drilling (exclusive of depreciation)
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489.7
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286.3
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Depreciation
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139.5
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83.5
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General and administrative
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35.5
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47.4
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664.7
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417.2
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||||
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OPERATING INCOME
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407.3
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147.0
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OTHER INCOME (EXPENSE)
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Interest income
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5.8
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2.3
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Interest expense, net
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(30.0
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)
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(19.6
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)
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Other, net
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(.3
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)
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(.8
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)
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(24.5
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)
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(18.1
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)
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||||
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INCOME BEFORE INCOME TAXES
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382.8
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128.9
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PROVISION FOR INCOME TAXES
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||||
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Current income tax expense
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33.6
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27.9
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Deferred income tax expense (benefit)
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6.5
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(2.6
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)
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40.1
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25.3
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NET INCOME
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342.7
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103.6
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NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
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(1.4
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)
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(1.7
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)
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NET INCOME ATTRIBUTABLE TO ENSCO
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$
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341.3
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$
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101.9
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EARNINGS PER SHARE
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Basic
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$
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1.47
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$
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0.59
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Diluted
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$
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1.47
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$
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0.59
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NET INCOME ATTRIBUTABLE TO ENSCO SHARES
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Basic
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$
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337.8
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$
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100.9
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Diluted
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$
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337.8
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$
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100.9
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WEIGHTED-AVERAGE SHARES OUTSTANDING
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Basic
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229.2
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169.8
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Diluted
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229.4
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170.2
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CASH DIVIDENDS PER SHARE
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$
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.375
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$
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.35
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Six Months Ended
June 30, |
||||||
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2012
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2011
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||||
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OPERATING REVENUES
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$
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2,098.4
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$
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925.7
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OPERATING EXPENSES
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||||
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Contract drilling (exclusive of depreciation)
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1,009.9
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477.9
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Depreciation
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278.9
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143.0
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||
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General and administrative
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73.7
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77.5
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1,362.5
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698.4
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||
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||||
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OPERATING INCOME
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735.9
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227.3
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||
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||||
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OTHER INCOME (EXPENSE)
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Interest income
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11.7
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2.5
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||
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Interest expense, net
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(64.6
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)
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(23.7
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)
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Other, net
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2.2
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5.3
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(50.7
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)
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(15.9
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)
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||
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||||
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INCOME BEFORE INCOME TAXES
|
685.2
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|
|
211.4
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|
||
|
|
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||||
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PROVISION FOR INCOME TAXES
|
|
|
|
||||
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Current income tax expense
|
64.0
|
|
|
54.2
|
|
||
|
Deferred income tax expense (benefit)
|
11.1
|
|
|
(11.9
|
)
|
||
|
|
75.1
|
|
|
42.3
|
|
||
|
|
|
|
|
||||
|
NET INCOME
|
610.1
|
|
|
169.1
|
|
||
|
|
|
|
|
||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(3.4
|
)
|
|
(2.6
|
)
|
||
|
|
|
|
|
||||
|
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
606.7
|
|
|
$
|
166.5
|
|
|
|
|
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|
||||
|
EARNINGS PER SHARE
|
|
|
|
||||
|
Basic
|
$
|
2.62
|
|
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$
|
1.06
|
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|
Diluted
|
$
|
2.62
|
|
|
$
|
1.06
|
|
|
|
|
|
|
||||
|
NET INCOME ATTRIBUTABLE TO ENSCO SHARES
|
|
|
|
||||
|
Basic
|
$
|
600.5
|
|
|
$
|
164.5
|
|
|
Diluted
|
$
|
600.5
|
|
|
$
|
164.5
|
|
|
WEIGHTED-AVERAGE SHARES OUTSTANDING
|
|
|
|
||||
|
Basic
|
229.0
|
|
|
155.6
|
|
||
|
Diluted
|
229.3
|
|
|
155.9
|
|
||
|
|
|
|
|
||||
|
CASH DIVIDENDS PER SHARE
|
$
|
.75
|
|
|
$
|
.70
|
|
|
|
Three Months Ended
June 30, |
||||||
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
|
NET INCOME
|
$
|
342.7
|
|
|
$
|
103.6
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
||||
|
Net change in fair value of derivatives
|
(.1
|
)
|
|
3.1
|
|
||
|
Reclassification of gains and losses on derivative instruments from other comprehensive income into net income
|
(.8
|
)
|
|
(1.5
|
)
|
||
|
Other
|
.4
|
|
|
—
|
|
||
|
NET OTHER COMPREHENSIVE INCOME (LOSS)
|
(.5
|
)
|
|
1.6
|
|
||
|
|
|
|
|
||||
|
COMPREHENSIVE INCOME
|
342.2
|
|
|
105.2
|
|
||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(1.4
|
)
|
|
(1.7
|
)
|
||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
340.8
|
|
|
$
|
103.5
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
|
NET INCOME
|
$
|
610.1
|
|
|
$
|
169.1
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
||||
|
Net change in fair value of derivatives
|
6.2
|
|
|
6.0
|
|
||
|
Reclassification of gains and losses on derivative instruments from other comprehensive income into net income
|
(.9
|
)
|
|
(2.3
|
)
|
||
|
Other
|
(1.5
|
)
|
|
—
|
|
||
|
NET OTHER COMPREHENSIVE INCOME
|
3.8
|
|
|
3.7
|
|
||
|
|
|
|
|
||||
|
COMPREHENSIVE INCOME
|
613.9
|
|
|
172.8
|
|
||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(3.4
|
)
|
|
(2.6
|
)
|
||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
610.5
|
|
|
$
|
170.2
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
(Unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
|
|
||
|
CURRENT ASSETS
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
226.7
|
|
|
$
|
430.7
|
|
|
Accounts receivable, net
|
856.3
|
|
|
851.7
|
|
||
|
Other
|
377.5
|
|
|
398.9
|
|
||
|
Total current assets
|
1,460.5
|
|
|
1,681.3
|
|
||
|
PROPERTY AND EQUIPMENT, AT COST
|
15,311.8
|
|
|
14,483.4
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|
||
|
Less accumulated depreciation
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2,327.8
|
|
|
2,061.5
|
|
||
|
Property and equipment, net
|
12,984.0
|
|
|
12,421.9
|
|
||
|
GOODWILL
|
3,274.0
|
|
|
3,274.0
|
|
||
|
OTHER ASSETS, NET
|
439.7
|
|
|
521.6
|
|
||
|
|
$
|
18,158.2
|
|
|
$
|
17,898.8
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
|
CURRENT LIABILITIES
|
|
|
|
||||
|
Accounts payable - trade
|
$
|
541.9
|
|
|
$
|
644.4
|
|
|
Accrued liabilities and other
|
539.8
|
|
|
515.7
|
|
||
|
Short-term debt
|
22.0
|
|
|
125.0
|
|
||
|
Current maturities of long-term debt
|
47.5
|
|
|
47.5
|
|
||
|
Total current liabilities
|
1,151.2
|
|
|
1,332.6
|
|
||
|
LONG-TERM DEBT
|
4,838.0
|
|
|
4,877.6
|
|
||
|
DEFERRED INCOME TAXES
|
334.3
|
|
|
339.5
|
|
||
|
OTHER LIABILITIES
|
419.3
|
|
|
464.6
|
|
||
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
||
|
ENSCO SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
|
Class A ordinary shares, U.S. $.10 par value, 450.0 million shares
authorized and 237.7 million shares issued
|
23.8
|
|
|
23.6
|
|
||
|
Class B ordinary shares, £1 par value, 50,000 shares authorized and issued
|
.1
|
|
|
.1
|
|
||
|
Additional paid-in capital
|
5,354.1
|
|
|
5,253.0
|
|
||
|
Retained earnings
|
6,045.9
|
|
|
5,613.1
|
|
||
|
Accumulated other comprehensive income
|
12.4
|
|
|
8.6
|
|
||
|
Treasury shares, at cost, 5.6 million shares and 4.9 million shares
|
(27.8
|
)
|
|
(19.1
|
)
|
||
|
Total Ensco shareholders' equity
|
11,408.5
|
|
|
10,879.3
|
|
||
|
NONCONTROLLING INTERESTS
|
6.9
|
|
|
5.2
|
|
||
|
Total equity
|
11,415.4
|
|
|
10,884.5
|
|
||
|
|
$
|
18,158.2
|
|
|
$
|
17,898.8
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2012
|
|
2011
|
||||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
||
|
Net income
|
$
|
610.1
|
|
|
$
|
169.1
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation expense
|
278.9
|
|
|
143.0
|
|
||
|
Amortization of intangibles and other, net
|
(17.5
|
)
|
|
14.9
|
|
||
|
Share-based compensation expense
|
23.6
|
|
|
22.2
|
|
||
|
Deferred income tax expense (benefit)
|
11.1
|
|
|
(11.9
|
)
|
||
|
Other
|
(10.2
|
)
|
|
(12.9
|
)
|
||
|
Changes in operating assets and liabilities
|
114.6
|
|
|
(148.6
|
)
|
||
|
Net cash provided by operating activities
|
1,010.6
|
|
|
175.8
|
|
||
|
|
|
|
|
||||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Additions to property and equipment
|
(1,047.1
|
)
|
|
(265.6
|
)
|
||
|
Proceeds from disposition of assets
|
57.1
|
|
|
44.4
|
|
||
|
Acquisition of Pride International, Inc., net of cash acquired
|
—
|
|
|
(2,656.0
|
)
|
||
|
Other
|
4.5
|
|
|
(4.5
|
)
|
||
|
Net cash used in investing activities
|
(985.5
|
)
|
|
(2,881.7
|
)
|
||
|
|
|
|
|
||||
|
FINANCING ACTIVITIES
|
|
|
|
||||
|
Cash dividends paid
|
(173.8
|
)
|
|
(130.7
|
)
|
||
|
Commercial paper borrowings, net
|
(102.9
|
)
|
|
89.9
|
|
||
|
Reduction of long-term borrowings
|
(23.7
|
)
|
|
(189.6
|
)
|
||
|
Proceeds from issuance of senior notes
|
—
|
|
|
2,462.8
|
|
||
|
Reimbursement of equity issuance cost
|
66.7
|
|
|
(.6
|
)
|
||
|
Debt financing costs
|
—
|
|
|
(31.8
|
)
|
||
|
Other
|
3.4
|
|
|
9.1
|
|
||
|
Net cash provided by (used in) financing activities
|
(230.3
|
)
|
|
2,209.1
|
|
||
|
|
|
|
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
1.2
|
|
|
.1
|
|
||
|
|
|
|
|
||||
|
DECREASE IN CASH AND CASH EQUIVALENTS
|
(204.0
|
)
|
|
(496.7
|
)
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
430.7
|
|
|
1,050.7
|
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
226.7
|
|
|
$
|
554.0
|
|
|
|
Amounts Recognized as of Merger Date
|
|
Measurement Period Adjustments
(1)
|
|
Estimated Fair Value
|
||||||
|
Assets
:
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
147.0
|
|
|
$
|
—
|
|
|
$
|
147.0
|
|
|
Accounts receivable
(2)
|
371.3
|
|
|
38.1
|
|
|
409.4
|
|
|||
|
Other current assets
|
150.9
|
|
|
32.7
|
|
|
183.6
|
|
|||
|
Property and equipment
|
6,758.8
|
|
|
(9.4
|
)
|
|
6,749.4
|
|
|||
|
Other assets
|
343.7
|
|
|
27.8
|
|
|
371.5
|
|
|||
|
Liabilities
:
|
|
|
|
|
|
|
|
|
|||
|
Accounts payable and accrued liabilities and other
|
539.8
|
|
|
60.6
|
|
|
600.4
|
|
|||
|
Debt
|
2,436.0
|
|
|
—
|
|
|
2,436.0
|
|
|||
|
Deferred income tax liabilities
|
19.0
|
|
|
(.1
|
)
|
|
18.9
|
|
|||
|
Other liabilities
|
319.8
|
|
|
7.7
|
|
|
327.5
|
|
|||
|
Net assets acquired
|
4,457.1
|
|
|
21.0
|
|
|
4,478.1
|
|
|||
|
Less merger consideration
|
7,415.9
|
|
|
—
|
|
|
7,415.9
|
|
|||
|
Goodwill
|
$
|
2,958.8
|
|
|
$
|
(21.0
|
)
|
|
$
|
2,937.8
|
|
|
(1)
|
The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities, primarily related to inventory, contingencies and income taxes. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the Merger Date and did not result from subsequent intervening events. These adjustments did not have a material impact on our previously reported financial position or results of operations subsequent to the Merger Date; however, we have retrospectively revised our 2011 consolidated financial statements to reflect these adjustments as if they were recorded on the Merger Date.
|
|
(2)
|
Gross contractual amounts receivable totaled
$466.7 million
as of the Merger Date.
|
|
Deepwater
|
$
|
2,467.5
|
|
|
Midwater
|
470.3
|
|
|
|
Jackup
|
—
|
|
|
|
Total
|
$
|
2,937.8
|
|
|
|
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, 2012
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Supplemental executive retirement plan assets
|
$
|
28.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.2
|
|
|
Derivatives, net
|
—
|
|
|
.8
|
|
|
—
|
|
|
.8
|
|
||||
|
Total financial assets
|
$
|
28.2
|
|
|
$
|
.8
|
|
|
$
|
—
|
|
|
$
|
29.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Hercules Offshore, Inc. common stock
|
$
|
32.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32.2
|
|
|
Supplemental executive retirement plan assets
|
25.6
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
||||
|
Total financial assets
|
$
|
57.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57.8
|
|
|
Derivatives, net
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
|
4.7% Senior notes due 2021
|
$
|
1,473.4
|
|
|
$
|
1,637.3
|
|
|
$
|
1,472.2
|
|
|
$
|
1,565.8
|
|
|
6.875% Senior notes due 2020
|
1,048.3
|
|
|
1,106.6
|
|
|
1,055.8
|
|
|
1,042.7
|
|
||||
|
3.25% Senior notes due 2016
|
994.2
|
|
|
1,049.8
|
|
|
993.5
|
|
|
1,016.5
|
|
||||
|
8.5% Senior notes due 2019
|
624.1
|
|
|
651.7
|
|
|
631.7
|
|
|
615.3
|
|
||||
|
7.875% Senior notes due 2040
|
384.4
|
|
|
432.1
|
|
|
385.0
|
|
|
381.9
|
|
||||
|
7.2% Debentures due 2027
|
149.0
|
|
|
188.3
|
|
|
149.0
|
|
|
167.2
|
|
||||
|
4.33% MARAD bonds, including current maturities, due 2016
|
129.4
|
|
|
130.2
|
|
|
146.7
|
|
|
156.4
|
|
||||
|
6.36% MARAD bonds, including current maturities, due 2015
|
44.4
|
|
|
49.2
|
|
|
50.7
|
|
|
64.0
|
|
||||
|
4.65% MARAD bonds, including current maturities, due 2020
|
38.3
|
|
|
44.2
|
|
|
40.5
|
|
|
49.6
|
|
||||
|
Total
|
$
|
4,885.5
|
|
|
$
|
5,289.4
|
|
|
$
|
4,925.1
|
|
|
$
|
5,059.4
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
|
June 30,
2012 |
|
December 31,
2011 |
|
June 30,
2012 |
|
December 31,
2011 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency forward contracts - current
(1)
|
$
|
2.2
|
|
|
$
|
.2
|
|
|
$
|
3.0
|
|
|
$
|
7.1
|
|
|
Foreign currency forward contracts - non-current
(2)
|
.1
|
|
|
.1
|
|
|
.1
|
|
|
.1
|
|
||||
|
|
2.3
|
|
|
.3
|
|
|
3.1
|
|
|
7.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Foreign currency forward contracts - current
(1)
|
1.9
|
|
|
—
|
|
|
.3
|
|
|
.2
|
|
||||
|
|
1.9
|
|
|
—
|
|
|
.3
|
|
|
.2
|
|
||||
|
Total
|
$
|
4.2
|
|
|
$
|
.3
|
|
|
$
|
3.4
|
|
|
$
|
7.4
|
|
|
(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.
|
|
Derivatives Designated as Cash Flow Hedges
|
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion)
|
|
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income ("AOCI") into Income (Effective Portion)
|
|
Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(1)
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
Interest rate lock contracts
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
$
|
(.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency forward contracts
(3)
|
(0.1
|
)
|
|
3.1
|
|
|
.7
|
|
|
1.7
|
|
|
1.0
|
|
|
1.1
|
|
||||||
|
Total
|
$
|
(0.1
|
)
|
|
$
|
3.1
|
|
|
$
|
.8
|
|
|
$
|
1.5
|
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
Derivatives Designated as Cash Flow Hedges
|
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion)
|
|
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income ("AOCI") into Income (Effective Portion)
|
|
Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(1)
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
Interest rate lock contracts
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.2
|
|
|
$
|
(.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign currency forward contracts
(3)
|
6.2
|
|
|
6.0
|
|
|
.7
|
|
|
2.6
|
|
|
.2
|
|
|
.7
|
|
||||||
|
Total
|
$
|
6.2
|
|
|
$
|
6.0
|
|
|
$
|
.9
|
|
|
$
|
2.3
|
|
|
$
|
.2
|
|
|
$
|
.7
|
|
|
(1)
|
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 income.
|
|
(2)
|
Losses on derivatives reclassified from AOCI into income (effective portion) were included in interest expense in our condensed consolidated statements of income.
|
|
(3)
|
Gains and losses on derivatives reclassified from AOCI into income (effective portion) were included in contract drilling expense in our condensed consolidated statements of income.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to Ensco
|
$
|
341.3
|
|
|
$
|
101.9
|
|
|
$
|
606.7
|
|
|
$
|
166.5
|
|
|
Net income allocated to restricted shares
|
(3.5
|
)
|
|
(1.0
|
)
|
|
(6.2
|
)
|
|
(2.0
|
)
|
||||
|
Net income attributable to Ensco shares
|
$
|
337.8
|
|
|
$
|
100.9
|
|
|
$
|
600.5
|
|
|
$
|
164.5
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Weighted-average shares - basic
|
229.2
|
|
|
169.8
|
|
|
229.0
|
|
|
155.6
|
|
|
Potentially dilutive share options
|
.2
|
|
|
.4
|
|
|
.3
|
|
|
.3
|
|
|
Weighted-average shares - diluted
|
229.4
|
|
|
170.2
|
|
|
229.3
|
|
|
155.9
|
|
|
Note 7 -
|
Income Taxes
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
571.8
|
|
|
$
|
101.4
|
|
|
$
|
377.6
|
|
|
$
|
21.2
|
|
|
$
|
1,072.0
|
|
|
$
|
—
|
|
|
$
|
1,072.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
232.6
|
|
|
64.5
|
|
|
176.5
|
|
|
16.1
|
|
|
489.7
|
|
|
—
|
|
|
489.7
|
|
|||||||
|
Depreciation
|
77.8
|
|
|
16.6
|
|
|
42.7
|
|
|
.5
|
|
|
137.6
|
|
|
1.9
|
|
|
139.5
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.5
|
|
|
35.5
|
|
|||||||
|
Operating income (loss)
|
$
|
261.4
|
|
|
$
|
20.3
|
|
|
$
|
158.4
|
|
|
$
|
4.6
|
|
|
$
|
444.7
|
|
|
$
|
(37.4
|
)
|
|
$
|
407.3
|
|
|
Property and equipment, net
|
$
|
9,576.4
|
|
|
$
|
914.2
|
|
|
$
|
2,423.7
|
|
|
$
|
40.2
|
|
|
$
|
12,954.5
|
|
|
$
|
29.5
|
|
|
$
|
12,984.0
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
232.3
|
|
|
$
|
36.1
|
|
|
$
|
289.3
|
|
|
$
|
6.5
|
|
|
$
|
564.2
|
|
|
$
|
—
|
|
|
$
|
564.2
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive of depreciation)
|
111.1
|
|
|
22.9
|
|
|
145.4
|
|
|
6.9
|
|
|
286.3
|
|
|
—
|
|
|
286.3
|
|
|||||||
|
Depreciation
|
33.9
|
|
|
5.2
|
|
|
43.2
|
|
|
.5
|
|
|
82.8
|
|
|
.7
|
|
|
83.5
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
|
47.4
|
|
|||||||
|
Operating income (loss)
|
$
|
87.3
|
|
|
$
|
8.0
|
|
|
$
|
100.7
|
|
|
$
|
(.9
|
)
|
|
$
|
195.1
|
|
|
$
|
(48.1
|
)
|
|
$
|
147.0
|
|
|
Property and equipment, net
|
$
|
8,774.8
|
|
|
$
|
910.8
|
|
|
$
|
2,386.1
|
|
|
$
|
13.9
|
|
|
$
|
12,085.6
|
|
|
$
|
23.2
|
|
|
$
|
12,108.8
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
1,120.3
|
|
|
$
|
192.6
|
|
|
$
|
742.7
|
|
|
$
|
42.8
|
|
|
$
|
2,098.4
|
|
|
$
|
—
|
|
|
$
|
2,098.4
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
492.6
|
|
|
126.5
|
|
|
358.0
|
|
|
32.8
|
|
|
1,009.9
|
|
|
—
|
|
|
1,009.9
|
|
|||||||
|
Depreciation
|
154.4
|
|
|
32.4
|
|
|
85.5
|
|
|
1.0
|
|
|
273.3
|
|
|
5.6
|
|
|
278.9
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.7
|
|
|
73.7
|
|
|||||||
|
Operating income (loss)
|
$
|
473.3
|
|
|
$
|
33.7
|
|
|
$
|
299.2
|
|
|
$
|
9.0
|
|
|
$
|
815.2
|
|
|
$
|
(79.3
|
)
|
|
$
|
735.9
|
|
|
Property and equipment, net
|
$
|
9,576.4
|
|
|
$
|
914.2
|
|
|
$
|
2,423.7
|
|
|
$
|
40.2
|
|
|
$
|
12,954.5
|
|
|
$
|
29.5
|
|
|
$
|
12,984.0
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
330.4
|
|
|
$
|
36.1
|
|
|
$
|
552.7
|
|
|
$
|
6.5
|
|
|
$
|
925.7
|
|
|
$
|
—
|
|
|
$
|
925.7
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
152.0
|
|
|
22.9
|
|
|
295.7
|
|
|
7.3
|
|
|
477.9
|
|
|
—
|
|
|
477.9
|
|
|||||||
|
Depreciation
|
50.1
|
|
|
5.2
|
|
|
85.7
|
|
|
.9
|
|
|
141.9
|
|
|
1.1
|
|
|
143.0
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77.5
|
|
|
77.5
|
|
|||||||
|
Operating income (loss)
|
$
|
128.3
|
|
|
$
|
8.0
|
|
|
$
|
171.3
|
|
|
$
|
(1.7
|
)
|
|
$
|
305.9
|
|
|
$
|
(78.6
|
)
|
|
$
|
227.3
|
|
|
Property and equipment, net
|
$
|
8,774.8
|
|
|
$
|
910.8
|
|
|
$
|
2,386.1
|
|
|
$
|
13.9
|
|
|
$
|
12,085.6
|
|
|
$
|
23.2
|
|
|
$
|
12,108.8
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Total
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
North & South America (excl. Brazil)
|
6
|
|
—
|
|
14
|
|
—
|
|
20
|
|
Brazil
|
6
|
|
5
|
|
—
|
|
—
|
|
11
|
|
Europe & Mediterranean
|
1
|
|
—
|
|
8
|
|
—
|
|
9
|
|
Middle East & Africa
|
4
|
|
1
|
|
11
|
|
—
|
|
16
|
|
Asia & Pacific Rim
|
2
|
|
—
|
|
11
|
|
1
|
|
14
|
|
Asia & Pacific Rim (under construction)
|
4
|
|
—
|
|
3
|
|
—
|
|
7
|
|
Total
|
23
|
|
6
|
|
47
|
|
1
|
|
77
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Trade
|
$
|
838.4
|
|
|
$
|
816.7
|
|
|
Other
|
30.4
|
|
|
48.6
|
|
||
|
|
868.8
|
|
|
865.3
|
|
||
|
Allowance for doubtful accounts
|
(12.5
|
)
|
|
(13.6
|
)
|
||
|
|
$
|
856.3
|
|
|
$
|
851.7
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Inventory
|
$
|
203.4
|
|
|
$
|
201.4
|
|
|
Prepaid taxes
|
85.2
|
|
|
64.9
|
|
||
|
Deferred mobilization costs
|
35.4
|
|
|
43.8
|
|
||
|
Prepaid expenses
|
24.0
|
|
|
22.3
|
|
||
|
Deferred tax assets
|
10.3
|
|
|
9.8
|
|
||
|
Marketable securities
|
—
|
|
|
32.2
|
|
||
|
Other
|
19.2
|
|
|
24.5
|
|
||
|
|
$
|
377.5
|
|
|
$
|
398.9
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Intangible assets
|
$
|
170.5
|
|
|
$
|
197.3
|
|
|
Unbilled reimbursable receivables
|
98.5
|
|
|
119.4
|
|
||
|
Prepaid taxes on intercompany transfers of property
|
62.5
|
|
|
68.8
|
|
||
|
Supplemental executive retirement plan assets
|
28.2
|
|
|
25.6
|
|
||
|
Wreckage and debris removal receivables
|
19.0
|
|
|
19.8
|
|
||
|
Deferred mobilization costs
|
17.9
|
|
|
38.4
|
|
||
|
Deferred tax assets
|
16.1
|
|
|
25.9
|
|
||
|
Other
|
27.0
|
|
|
26.4
|
|
||
|
|
$
|
439.7
|
|
|
$
|
521.6
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Personnel costs
|
$
|
170.5
|
|
|
$
|
159.9
|
|
|
Deferred revenue
|
129.5
|
|
|
111.3
|
|
||
|
Taxes
|
99.3
|
|
|
74.0
|
|
||
|
Accrued interest
|
68.2
|
|
|
69.4
|
|
||
|
Wreckage and debris removal
|
19.0
|
|
|
16.0
|
|
||
|
Intangible liabilities
|
—
|
|
|
43.4
|
|
||
|
Other
|
53.3
|
|
|
41.7
|
|
||
|
|
$
|
539.8
|
|
|
$
|
515.7
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Intangible liabilities
|
$
|
149.0
|
|
|
$
|
177.8
|
|
|
Deferred revenue
|
115.4
|
|
|
124.4
|
|
||
|
Unrecognized tax benefits (inclusive of interest and penalties)
|
64.1
|
|
|
75.5
|
|
||
|
Supplemental executive retirement plan liabilities
|
30.9
|
|
|
30.1
|
|
||
|
Other
|
59.9
|
|
|
56.8
|
|
||
|
|
$
|
419.3
|
|
|
$
|
464.6
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Three Months Ended June 30, 2012
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING REVENUES
|
$
|
5.7
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
1,110.3
|
|
|
$
|
(108.7
|
)
|
|
$
|
1,072.0
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract drilling (exclusive of depreciation)
|
13.2
|
|
|
64.7
|
|
|
—
|
|
|
520.5
|
|
|
(108.7
|
)
|
|
489.7
|
|
||||||
|
Depreciation
|
.1
|
|
|
.9
|
|
|
—
|
|
|
138.5
|
|
|
—
|
|
|
139.5
|
|
||||||
|
General and administrative
|
13.9
|
|
|
.1
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
35.5
|
|
||||||
|
OPERATING INCOME (LOSS)
|
(21.5
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
429.8
|
|
|
—
|
|
|
407.3
|
|
||||||
|
OTHER INCOME (EXPENSE), NET
|
(8.9
|
)
|
|
(5.6
|
)
|
|
(14.9
|
)
|
|
4.9
|
|
|
—
|
|
|
(24.5
|
)
|
||||||
|
INCOME BEFORE INCOME TAXES
|
(30.4
|
)
|
|
(6.6
|
)
|
|
(14.9
|
)
|
|
434.7
|
|
|
—
|
|
|
382.8
|
|
||||||
|
INCOME TAX PROVISION
|
—
|
|
|
21.7
|
|
|
7.0
|
|
|
11.4
|
|
|
|
|
40.1
|
|
|||||||
|
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
|
371.7
|
|
|
81.4
|
|
|
97.1
|
|
|
—
|
|
|
(550.2
|
)
|
|
—
|
|
||||||
|
NET INCOME
|
341.3
|
|
|
53.1
|
|
|
75.2
|
|
|
423.3
|
|
|
(550.2
|
)
|
|
342.7
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
|
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
341.3
|
|
|
$
|
53.1
|
|
|
$
|
75.2
|
|
|
$
|
421.9
|
|
|
$
|
(550.2
|
)
|
|
$
|
341.3
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Three Months Ended June 30, 2011
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING REVENUES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
564.7
|
|
|
$
|
(.5
|
)
|
|
$
|
564.2
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract drilling (exclusive of depreciation)
|
.9
|
|
|
—
|
|
|
—
|
|
|
285.9
|
|
|
(.5
|
)
|
|
286.3
|
|
||||||
|
Depreciation
|
.1
|
|
|
.2
|
|
|
—
|
|
|
83.2
|
|
|
—
|
|
|
83.5
|
|
||||||
|
General and administrative
|
11.5
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
|
—
|
|
|
47.4
|
|
||||||
|
OPERATING INCOME (LOSS)
|
(12.5
|
)
|
|
(.2
|
)
|
|
—
|
|
|
159.7
|
|
|
—
|
|
|
147.0
|
|
||||||
|
OTHER INCOME (EXPENSE), NET
|
(3.0
|
)
|
|
(.6
|
)
|
|
(3.6
|
)
|
|
(10.9
|
)
|
|
—
|
|
|
(18.1
|
)
|
||||||
|
INCOME BEFORE INCOME TAXES
|
(15.5
|
)
|
|
(.8
|
)
|
|
(3.6
|
)
|
|
148.8
|
|
|
—
|
|
|
128.9
|
|
||||||
|
INCOME TAX PROVISION
|
—
|
|
|
13.7
|
|
|
(1.3
|
)
|
|
12.9
|
|
|
—
|
|
|
25.3
|
|
||||||
|
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
|
117.4
|
|
|
54.7
|
|
|
18.4
|
|
|
—
|
|
|
(190.5
|
)
|
|
—
|
|
||||||
|
NET INCOME
|
101.9
|
|
|
40.2
|
|
|
16.1
|
|
|
135.9
|
|
|
(190.5
|
)
|
|
103.6
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
|
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
101.9
|
|
|
$
|
40.2
|
|
|
$
|
16.1
|
|
|
$
|
134.2
|
|
|
$
|
(190.5
|
)
|
|
$
|
101.9
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Six Months Ended June 30, 2012
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING REVENUES
|
$
|
33.3
|
|
|
$
|
75.3
|
|
|
$
|
—
|
|
|
$
|
2,159.1
|
|
|
$
|
(169.3
|
)
|
|
$
|
2,098.4
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract drilling (exclusive of depreciation)
|
26.1
|
|
|
75.3
|
|
|
—
|
|
|
1,077.8
|
|
|
(169.3
|
)
|
|
1,009.9
|
|
||||||
|
Depreciation
|
.2
|
|
|
1.7
|
|
|
—
|
|
|
277.0
|
|
|
—
|
|
|
278.9
|
|
||||||
|
General and administrative
|
28.5
|
|
|
.1
|
|
|
—
|
|
|
45.1
|
|
|
—
|
|
|
73.7
|
|
||||||
|
OPERATING INCOME (LOSS)
|
(21.5
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
759.2
|
|
|
—
|
|
|
735.9
|
|
||||||
|
OTHER INCOME (EXPENSE), NET
|
(20.1
|
)
|
|
(5.9
|
)
|
|
(26.6
|
)
|
|
1.9
|
|
|
—
|
|
|
(50.7
|
)
|
||||||
|
INCOME BEFORE INCOME TAXES
|
(41.6
|
)
|
|
(7.7
|
)
|
|
(26.6
|
)
|
|
761.1
|
|
|
—
|
|
|
685.2
|
|
||||||
|
INCOME TAX PROVISION
|
—
|
|
|
32.9
|
|
|
7.0
|
|
|
35.2
|
|
|
—
|
|
|
75.1
|
|
||||||
|
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
|
648.3
|
|
|
125.6
|
|
|
176.8
|
|
|
—
|
|
|
(950.7
|
)
|
|
—
|
|
||||||
|
NET INCOME
|
606.7
|
|
|
85.0
|
|
|
143.2
|
|
|
725.9
|
|
|
(950.7
|
)
|
|
610.1
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
||||||
|
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
606.7
|
|
|
$
|
85.0
|
|
|
$
|
143.2
|
|
|
$
|
722.5
|
|
|
$
|
(950.7
|
)
|
|
$
|
606.7
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Six Months Ended June 30, 2011
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING REVENUES
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
926.5
|
|
|
$
|
(.8
|
)
|
|
$
|
925.7
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract drilling (exclusive of depreciation)
|
1.6
|
|
|
—
|
|
|
—
|
|
|
477.1
|
|
|
(.8
|
)
|
|
477.9
|
|
||||||
|
Depreciation
|
.2
|
|
|
.5
|
|
|
—
|
|
|
142.3
|
|
|
—
|
|
|
143.0
|
|
||||||
|
General and administrative
|
24.8
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|
—
|
|
|
77.5
|
|
||||||
|
OPERATING INCOME (LOSS)
|
(26.6
|
)
|
|
(.5
|
)
|
|
—
|
|
|
254.4
|
|
|
—
|
|
|
227.3
|
|
||||||
|
OTHER INCOME (EXPENSE), NET
|
.6
|
|
|
(.8
|
)
|
|
(3.6
|
)
|
|
(12.1
|
)
|
|
—
|
|
|
(15.9
|
)
|
||||||
|
INCOME BEFORE INCOME TAXES
|
(26.0
|
)
|
|
(1.3
|
)
|
|
(3.6
|
)
|
|
242.3
|
|
|
—
|
|
|
211.4
|
|
||||||
|
INCOME TAX PROVISION
|
—
|
|
|
19.3
|
|
|
(1.3
|
)
|
|
24.3
|
|
|
—
|
|
|
42.3
|
|
||||||
|
EQUITY EARNINGS IN AFFILIATES, NET OF TAX
|
192.5
|
|
|
120.9
|
|
|
18.4
|
|
|
—
|
|
|
(331.8
|
)
|
|
—
|
|
||||||
|
NET INCOME
|
166.5
|
|
|
100.3
|
|
|
16.1
|
|
|
218.0
|
|
|
(331.8
|
)
|
|
169.1
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
|
NET INCOME ATTRIBUTABLE TO ENSCO
|
$
|
166.5
|
|
|
$
|
100.3
|
|
|
$
|
16.1
|
|
|
$
|
215.4
|
|
|
$
|
(331.8
|
)
|
|
$
|
166.5
|
|
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NET INCOME
|
$
|
341.3
|
|
|
$
|
53.1
|
|
|
$
|
75.2
|
|
|
$
|
423.3
|
|
|
$
|
(550.2
|
)
|
|
$
|
342.7
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net change in fair value of derivatives
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
.9
|
|
|
—
|
|
|
(.1
|
)
|
||||||
|
Reclassification of gains and losses on derivative instruments from other comprehensive (income) into net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(.8
|
)
|
|
—
|
|
|
(.8
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
|
.4
|
|
||||||
|
NET OTHER COMPREHENSIVE INCOME
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
.5
|
|
|
—
|
|
|
(.5
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COMPREHENSIVE INCOME
|
341.3
|
|
|
52.1
|
|
|
75.2
|
|
|
423.8
|
|
|
(550.2
|
)
|
|
342.2
|
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
341.3
|
|
|
$
|
52.1
|
|
|
$
|
75.2
|
|
|
$
|
422.4
|
|
|
$
|
(550.2
|
)
|
|
$
|
340.8
|
|
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NET INCOME
|
$
|
101.9
|
|
|
$
|
40.2
|
|
|
$
|
16.1
|
|
|
$
|
135.9
|
|
|
$
|
(190.5
|
)
|
|
$
|
103.6
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net change in fair value of derivatives
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
3.1
|
|
||||||
|
Reclassification of gains and losses on derivative instruments from other comprehensive (income) into net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
NET OTHER COMPREHENSIVE INCOME
|
—
|
|
|
1.2
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
|
1.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
COMPREHENSIVE INCOME
|
101.9
|
|
|
41.4
|
|
|
16.1
|
|
|
136.3
|
|
|
(190.5
|
)
|
|
105.2
|
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
101.9
|
|
|
$
|
41.4
|
|
|
$
|
16.1
|
|
|
$
|
134.6
|
|
|
$
|
(190.5
|
)
|
|
$
|
103.5
|
|
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NET INCOME
|
$
|
606.7
|
|
|
$
|
85.0
|
|
|
$
|
143.2
|
|
|
$
|
725.9
|
|
|
$
|
(950.7
|
)
|
|
$
|
610.1
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net change in fair value of derivatives
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
6.2
|
|
||||||
|
Reclassification of gains and losses on derivative instruments from other comprehensive (income) into net income
|
—
|
|
|
.1
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(.9
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
|
NET OTHER COMPREHENSIVE INCOME
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
3.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
COMPREHENSIVE INCOME
|
606.7
|
|
|
80.7
|
|
|
143.2
|
|
|
734.0
|
|
|
(950.7
|
)
|
|
613.9
|
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
606.7
|
|
|
$
|
80.7
|
|
|
$
|
143.2
|
|
|
$
|
730.6
|
|
|
$
|
(950.7
|
)
|
|
$
|
610.5
|
|
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NET INCOME
|
$
|
166.5
|
|
|
$
|
100.3
|
|
|
$
|
16.1
|
|
|
$
|
218.0
|
|
|
$
|
(331.8
|
)
|
|
$
|
169.1
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net change in fair value of derivatives
|
—
|
|
|
3.2
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
6.0
|
|
||||||
|
Reclassification of gains and losses on derivative instruments from other comprehensive (income) into net income
|
—
|
|
|
.1
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
NET OTHER COMPREHENSIVE INCOME
|
—
|
|
|
3.3
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
|
3.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
COMPREHENSIVE INCOME
|
166.5
|
|
|
103.6
|
|
|
16.1
|
|
|
218.4
|
|
|
(331.8
|
)
|
|
172.8
|
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO
|
$
|
166.5
|
|
|
$
|
103.6
|
|
|
$
|
16.1
|
|
|
$
|
215.8
|
|
|
$
|
(331.8
|
)
|
|
$
|
170.2
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
June 30, 2012
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
21.7
|
|
|
$
|
17.7
|
|
|
$
|
10.4
|
|
|
$
|
176.9
|
|
|
$
|
—
|
|
|
$
|
226.7
|
|
|
Accounts receivable, net
|
—
|
|
|
7.7
|
|
|
.7
|
|
|
847.9
|
|
|
—
|
|
|
856.3
|
|
||||||
|
Accounts receivable from affiliates
|
1,279.7
|
|
|
166.6
|
|
|
—
|
|
|
1,583.3
|
|
|
(3,029.6
|
)
|
|
—
|
|
||||||
|
Other
|
3.2
|
|
|
32.2
|
|
|
—
|
|
|
342.1
|
|
|
—
|
|
|
377.5
|
|
||||||
|
Total current assets
|
1,304.6
|
|
|
224.2
|
|
|
11.1
|
|
|
2,950.2
|
|
|
(3,029.6
|
)
|
|
1,460.5
|
|
||||||
|
PROPERTY AND EQUIPMENT, AT COST
|
1.8
|
|
|
29.2
|
|
|
—
|
|
|
15,280.8
|
|
|
—
|
|
|
15,311.8
|
|
||||||
|
Less accumulated depreciation
|
.9
|
|
|
21.8
|
|
|
—
|
|
|
2,305.1
|
|
|
—
|
|
|
2,327.8
|
|
||||||
|
Property and equipment, net
|
.9
|
|
|
7.4
|
|
|
—
|
|
|
12,975.7
|
|
|
—
|
|
|
12,984.0
|
|
||||||
|
GOODWILL
|
—
|
|
|
—
|
|
|
—
|
|
|
3,274.0
|
|
|
—
|
|
|
3,274.0
|
|
||||||
|
DUE FROM AFFILIATES
|
2,793.4
|
|
|
3,413.3
|
|
|
751.0
|
|
|
5,245.7
|
|
|
(12,203.4
|
)
|
|
—
|
|
||||||
|
INVESTMENTS IN AFFILIATES
|
12,952.3
|
|
|
3,137.8
|
|
|
4,998.9
|
|
|
—
|
|
|
(21,089.0
|
)
|
|
—
|
|
||||||
|
OTHER ASSETS, NET
|
12.6
|
|
|
79.5
|
|
|
—
|
|
|
347.6
|
|
|
—
|
|
|
439.7
|
|
||||||
|
|
$
|
17,063.8
|
|
|
$
|
6,862.2
|
|
|
$
|
5,761.0
|
|
|
$
|
24,793.2
|
|
|
$
|
(36,322.0
|
)
|
|
$
|
18,158.2
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
30.7
|
|
|
$
|
35.7
|
|
|
$
|
34.2
|
|
|
$
|
981.1
|
|
|
$
|
—
|
|
|
$
|
1,081.7
|
|
|
Accounts payable to affiliates
|
1,581.1
|
|
|
64.8
|
|
|
.1
|
|
|
1,383.6
|
|
|
(3,029.6
|
)
|
|
—
|
|
||||||
|
Short-term debt
|
22.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.0
|
|
||||||
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
47.5
|
|
|
—
|
|
|
47.5
|
|
||||||
|
Total current liabilities
|
1,633.8
|
|
|
100.5
|
|
|
34.3
|
|
|
2,412.2
|
|
|
(3,029.6
|
)
|
|
1,151.2
|
|
||||||
|
DUE TO AFFILIATES
|
2,022.7
|
|
|
2,623.9
|
|
|
614.5
|
|
|
6,942.3
|
|
|
(12,203.4
|
)
|
|
—
|
|
||||||
|
LONG-TERM DEBT
|
2,467.7
|
|
|
149.0
|
|
|
2,056.8
|
|
|
164.5
|
|
|
—
|
|
|
4,838.0
|
|
||||||
|
DEFERRED INCOME TAXES
|
—
|
|
|
318.2
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
334.3
|
|
||||||
|
OTHER LIABILITIES
|
6.4
|
|
|
7.5
|
|
|
11.6
|
|
|
393.8
|
|
|
—
|
|
|
419.3
|
|
||||||
|
ENSCO SHAREHOLDERS' EQUITY
|
10,933.2
|
|
|
3,663.1
|
|
|
3,043.8
|
|
|
14,857.4
|
|
|
(21,089.0
|
)
|
|
11,408.5
|
|
||||||
|
NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
||||||
|
Total equity
|
10,933.2
|
|
|
3,663.1
|
|
|
3,043.8
|
|
|
14,864.3
|
|
|
(21,089.0
|
)
|
|
11,415.4
|
|
||||||
|
|
$
|
17,063.8
|
|
|
$
|
6,862.2
|
|
|
$
|
5,761.0
|
|
|
$
|
24,793.2
|
|
|
$
|
(36,322.0
|
)
|
|
$
|
18,158.2
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2011
(in millions)
|
|||||||||||||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
236.6
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
|
$
|
171.5
|
|
|
$
|
—
|
|
|
$
|
430.7
|
|
|
Accounts receivable, net
|
—
|
|
|
.3
|
|
|
5.2
|
|
|
846.2
|
|
|
—
|
|
|
851.7
|
|
||||||
|
Accounts receivable from affiliates
|
1,268.4
|
|
|
89.8
|
|
|
278.2
|
|
|
1,194.5
|
|
|
(2,830.9
|
)
|
|
—
|
|
||||||
|
Other
|
2.8
|
|
|
35.2
|
|
|
46.2
|
|
|
314.7
|
|
|
—
|
|
|
398.9
|
|
||||||
|
Total current assets
|
1,507.8
|
|
|
125.3
|
|
|
352.2
|
|
|
2,526.9
|
|
|
(2,830.9
|
)
|
|
1,681.3
|
|
||||||
|
PROPERTY AND EQUIPMENT, AT COST
|
1.8
|
|
|
30.6
|
|
|
—
|
|
|
14,451.0
|
|
|
—
|
|
|
14,483.4
|
|
||||||
|
Less accumulated depreciation
|
.7
|
|
|
23.8
|
|
|
—
|
|
|
2,037.0
|
|
|
—
|
|
|
2,061.5
|
|
||||||
|
Property and equipment, net
|
1.1
|
|
|
6.8
|
|
|
—
|
|
|
12,414.0
|
|
|
—
|
|
|
12,421.9
|
|
||||||
|
GOODWILL
|
—
|
|
|
—
|
|
|
—
|
|
|
3,274.0
|
|
|
—
|
|
|
3,274.0
|
|
||||||
|
DUE FROM AFFILIATES
|
2,002.3
|
|
|
2,486.9
|
|
|
313.5
|
|
|
3,638.7
|
|
|
(8,441.4
|
)
|
|
—
|
|
||||||
|
INVESTMENTS IN AFFILIATES
|
12,041.9
|
|
|
2,966.0
|
|
|
4,802.6
|
|
|
—
|
|
|
(19,810.5
|
)
|
|
—
|
|
||||||
|
OTHER ASSETS, NET
|
13.9
|
|
|
83.4
|
|
|
9.8
|
|
|
414.5
|
|
|
—
|
|
|
521.6
|
|
||||||
|
|
$
|
15,567.0
|
|
|
$
|
5,668.4
|
|
|
$
|
5,478.1
|
|
|
$
|
22,268.1
|
|
|
$
|
(31,082.8
|
)
|
|
$
|
17,898.8
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable and accrued liabilities
|
$
|
30.4
|
|
|
$
|
20.0
|
|
|
$
|
27.4
|
|
|
$
|
1,082.3
|
|
|
$
|
—
|
|
|
$
|
1,160.1
|
|
|
Accounts payable to affiliates
|
575.1
|
|
|
606.6
|
|
|
85.2
|
|
|
1,564.0
|
|
|
(2,830.9
|
)
|
|
—
|
|
||||||
|
Short-term debt
|
125.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.0
|
|
||||||
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
47.5
|
|
|
—
|
|
|
47.5
|
|
||||||
|
Total current liabilities
|
730.5
|
|
|
626.6
|
|
|
112.6
|
|
|
2,693.8
|
|
|
(2,830.9
|
)
|
|
1,332.6
|
|
||||||
|
DUE TO AFFILIATES
|
2,191.7
|
|
|
1,058.2
|
|
|
401.3
|
|
|
4,790.2
|
|
|
(8,441.4
|
)
|
|
—
|
|
||||||
|
LONG-TERM DEBT
|
2,465.7
|
|
|
149.0
|
|
|
2,072.5
|
|
|
190.4
|
|
|
—
|
|
|
4,877.6
|
|
||||||
|
DEFERRED INCOME TAXES
|
—
|
|
|
326.8
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
339.5
|
|
||||||
|
OTHER LIABILITIES
|
—
|
|
|
5.2
|
|
|
18.7
|
|
|
440.7
|
|
|
—
|
|
|
464.6
|
|
||||||
|
ENSCO SHAREHOLDERS' EQUITY
|
10,179.1
|
|
|
3,502.6
|
|
|
2,873.0
|
|
|
14,135.1
|
|
|
(19,810.5
|
)
|
|
10,879.3
|
|
||||||
|
NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
||||||
|
Total equity
|
10,179.1
|
|
|
3,502.6
|
|
|
2,873.0
|
|
|
14,140.3
|
|
|
(19,810.5
|
)
|
|
10,884.5
|
|
||||||
|
|
$
|
15,567.0
|
|
|
$
|
5,668.4
|
|
|
$
|
5,478.1
|
|
|
$
|
22,268.1
|
|
|
$
|
(31,082.8
|
)
|
|
$
|
17,898.8
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2012
(in millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash (used in) provided by operating activities
|
$
|
(17.7
|
)
|
|
$
|
(38.0
|
)
|
|
$
|
10.9
|
|
|
$
|
1,055.4
|
|
|
$
|
—
|
|
|
$
|
1,010.6
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Additions to property and equipment
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(1,048.5
|
)
|
|
—
|
|
|
(1,047.1
|
)
|
||||||
|
Proceeds from disposition of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
57.1
|
|
|
—
|
|
|
57.1
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||||
|
Net cash (used in) provided by investing activities
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(986.9
|
)
|
|
—
|
|
|
(985.5
|
)
|
||||||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash dividends paid
|
(173.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173.8
|
)
|
||||||
|
Commercial paper borrowings, net
|
(102.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.9
|
)
|
||||||
|
Reimbursement of equity issuance cost
|
66.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66.7
|
|
||||||
|
Reduction of long-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.7
|
)
|
|
—
|
|
|
(23.7
|
)
|
||||||
|
Advances (to) from affiliates
|
10.3
|
|
|
42.4
|
|
|
(23.1
|
)
|
|
(29.6
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
2.5
|
|
|
11.9
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
3.4
|
|
||||||
|
Net cash provided by (used in) financing activities
|
(197.2
|
)
|
|
54.3
|
|
|
(23.1
|
)
|
|
(64.3
|
)
|
|
—
|
|
|
(230.3
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(214.9
|
)
|
|
17.7
|
|
|
(12.2
|
)
|
|
5.4
|
|
|
—
|
|
|
(204.0
|
)
|
||||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
236.6
|
|
|
—
|
|
|
22.6
|
|
|
171.5
|
|
|
—
|
|
|
430.7
|
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
21.7
|
|
|
$
|
17.7
|
|
|
$
|
10.4
|
|
|
$
|
176.9
|
|
|
$
|
—
|
|
|
$
|
226.7
|
|
|
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2011
(in millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Ensco plc
|
|
ENSCO International Incorporated
|
|
Pride International, Inc.
|
|
Other Non-Guarantor Subsidiaries of Ensco
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net cash (used in) provided by operating activities
|
$
|
(47.6
|
)
|
|
$
|
9.7
|
|
|
$
|
9.4
|
|
|
$
|
204.3
|
|
|
$
|
—
|
|
|
$
|
175.8
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Acquisition of Pride International, Inc., net of cash acquired
|
—
|
|
|
—
|
|
|
92.9
|
|
|
(2,748.9
|
)
|
|
—
|
|
|
(2,656.0
|
)
|
||||||
|
Additions to property and equipment
|
—
|
|
|
(.1
|
)
|
|
(2.5
|
)
|
|
(263.0
|
)
|
|
—
|
|
|
(265.6
|
)
|
||||||
|
Proceeds from disposition of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|
—
|
|
|
44.4
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||||
|
Net cash (used in) provided by investing activities
|
—
|
|
|
(.1
|
)
|
|
90.4
|
|
|
(2,972.0
|
)
|
|
—
|
|
|
(2,881.7
|
)
|
||||||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from issuance of senior notes
|
2,462.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.8
|
|
||||||
|
Reduction of long-term borrowings
|
—
|
|
|
—
|
|
|
(181.0
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
(189.6
|
)
|
||||||
|
Cash dividends paid
|
(130.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130.7
|
)
|
||||||
|
Commercial paper borrowings, net
|
89.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89.9
|
|
||||||
|
Debt financing costs
|
(23.1
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(31.8
|
)
|
||||||
|
Advances (to) from affiliates
|
(2,131.5
|
)
|
|
80.2
|
|
|
118.9
|
|
|
1,932.4
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
(.7
|
)
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
8.5
|
|
||||||
|
Net cash provided by (used in) financing activities
|
266.7
|
|
|
75.5
|
|
|
(62.1
|
)
|
|
1,929.0
|
|
|
—
|
|
|
2,209.1
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
|
.1
|
|
||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
219.1
|
|
|
85.1
|
|
|
37.7
|
|
|
(838.6
|
)
|
|
—
|
|
|
(496.7
|
)
|
||||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
3.4
|
|
|
19.1
|
|
|
—
|
|
|
1,028.2
|
|
|
—
|
|
|
1,050.7
|
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
222.5
|
|
|
$
|
104.2
|
|
|
$
|
37.7
|
|
|
$
|
189.6
|
|
|
$
|
—
|
|
|
$
|
554.0
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
1,072.0
|
|
|
$
|
564.2
|
|
|
$
|
2,098.4
|
|
|
$
|
925.7
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Contract drilling (exclusive of depreciation)
|
489.7
|
|
|
286.3
|
|
|
1,009.9
|
|
|
477.9
|
|
||||
|
Depreciation
|
139.5
|
|
|
83.5
|
|
|
278.9
|
|
|
143.0
|
|
||||
|
General and administrative
|
35.5
|
|
|
47.4
|
|
|
73.7
|
|
|
77.5
|
|
||||
|
Operating income
|
407.3
|
|
|
147.0
|
|
|
735.9
|
|
|
227.3
|
|
||||
|
Other expense, net
|
(24.5
|
)
|
|
(18.1
|
)
|
|
(50.7
|
)
|
|
(15.9
|
)
|
||||
|
Provision for income taxes
|
40.1
|
|
|
25.3
|
|
|
75.1
|
|
|
42.3
|
|
||||
|
Net income
|
342.7
|
|
|
103.6
|
|
|
610.1
|
|
|
169.1
|
|
||||
|
Net income attributable to noncontrolling interests
|
(1.4
|
)
|
|
(1.7
|
)
|
|
(3.4
|
)
|
|
(2.6
|
)
|
||||
|
Net income attributable to Ensco
|
$
|
341.3
|
|
|
$
|
101.9
|
|
|
$
|
606.7
|
|
|
$
|
166.5
|
|
|
|
2012
|
|
2011
|
||
|
|
|
|
|
||
|
Deepwater
(1)
|
19
|
|
|
16
|
|
|
Midwater
|
6
|
|
|
6
|
|
|
Jackup
(2)
|
44
|
|
|
46
|
|
|
Under construction
(1)(3)
|
7
|
|
|
7
|
|
|
Total
|
76
|
|
|
75
|
|
|
(1)
|
ENSCO 8505 was delivered in the first quarter of 2012 and commenced drilling operations in the U.S. Gulf of Mexico under a long-term contract in late June 2012. ENSCO DS-6 was delivered in January 2012 and currently is in the shipyard undergoing customer specified upgrades in preparation of its five-year drilling contract, which is expected to commence drilling operations during the fourth quarter of 2012.
|
|
(2)
|
We sold ENSCO 59 and ENSCO 61 during the second quarter of 2012.
|
|
(3)
|
During the second quarter of 2012, we entered into agreements with SHI to construct our sixth and seventh ultra-deepwater drillships (ENSCO DS-8 and DS-9). The rigs are scheduled for delivery during the second half of 2014.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Rig Utilization
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Deepwater
|
91
|
%
|
|
86
|
%
|
|
89
|
%
|
|
83
|
%
|
||||
|
Midwater
|
79
|
%
|
|
79
|
%
|
|
73
|
%
|
|
79
|
%
|
||||
|
Jackup
|
83
|
%
|
|
75
|
%
|
|
83
|
%
|
|
73
|
%
|
||||
|
Total
|
85
|
%
|
|
77
|
%
|
|
84
|
%
|
|
75
|
%
|
||||
|
Average Day Rates
(2)
|
|
|
|
|
|
|
|
|
|
||||||
|
Deepwater
|
$
|
389,761
|
|
|
$
|
347,024
|
|
|
$
|
386,279
|
|
|
$
|
333,232
|
|
|
Midwater
|
227,378
|
|
|
237,139
|
|
|
227,350
|
|
|
237,139
|
|
||||
|
Jackup
|
105,356
|
|
|
99,024
|
|
|
102,363
|
|
|
97,959
|
|
||||
|
Total
|
$
|
191,663
|
|
|
$
|
147,305
|
|
|
$
|
186,508
|
|
|
$
|
134,605
|
|
|
(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 a day rate, including days associated with compensated downtime and mobilizations. 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 as discussed in Note 2 to our audited consolidated financial statements for the year ended December 31, 2011 included in our annual report on Form 10-K, by the aggregate number of contract days, adjusted to exclude contract days associated with certain mobilizations, demobilizations, shipyard contracts and standby contracts.
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
571.8
|
|
|
$
|
101.4
|
|
|
$
|
377.6
|
|
|
$
|
21.2
|
|
|
$
|
1,072.0
|
|
|
$
|
—
|
|
|
$
|
1,072.0
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
232.6
|
|
|
64.5
|
|
|
176.5
|
|
|
16.1
|
|
|
489.7
|
|
|
—
|
|
|
489.7
|
|
|||||||
|
Depreciation
|
77.8
|
|
|
16.6
|
|
|
42.7
|
|
|
.5
|
|
|
137.6
|
|
|
1.9
|
|
|
139.5
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.5
|
|
|
35.5
|
|
|||||||
|
Operating income (loss)
|
$
|
261.4
|
|
|
$
|
20.3
|
|
|
$
|
158.4
|
|
|
$
|
4.6
|
|
|
$
|
444.7
|
|
|
$
|
(37.4
|
)
|
|
$
|
407.3
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
232.3
|
|
|
$
|
36.1
|
|
|
$
|
289.3
|
|
|
$
|
6.5
|
|
|
$
|
564.2
|
|
|
$
|
—
|
|
|
$
|
564.2
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
111.1
|
|
|
22.9
|
|
|
145.4
|
|
|
6.9
|
|
|
286.3
|
|
|
—
|
|
|
286.3
|
|
|||||||
|
Depreciation
|
33.9
|
|
|
5.2
|
|
|
43.2
|
|
|
.5
|
|
|
82.8
|
|
|
.7
|
|
|
83.5
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
|
47.4
|
|
|||||||
|
Operating income (loss)
|
$
|
87.3
|
|
|
$
|
8.0
|
|
|
$
|
100.7
|
|
|
$
|
(.9
|
)
|
|
$
|
195.1
|
|
|
$
|
(48.1
|
)
|
|
$
|
147.0
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Revenues
|
$
|
1,120.3
|
|
|
$
|
192.6
|
|
|
$
|
742.7
|
|
|
$
|
42.8
|
|
|
$
|
2,098.4
|
|
|
$
|
—
|
|
—
|
|
$
|
2,098.4
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
492.6
|
|
|
126.5
|
|
|
358.0
|
|
|
32.8
|
|
|
1,009.9
|
|
|
—
|
|
—
|
|
1,009.9
|
|
|||||||
|
Depreciation
|
154.4
|
|
|
32.4
|
|
|
85.5
|
|
|
1.0
|
|
|
273.3
|
|
|
5.6
|
|
—
|
|
278.9
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.7
|
|
—
|
|
73.7
|
|
|||||||
|
Operating income (loss)
|
$
|
473.3
|
|
|
$
|
33.7
|
|
|
$
|
299.2
|
|
|
$
|
9.0
|
|
|
$
|
815.2
|
|
|
$
|
(79.3
|
)
|
—
|
|
$
|
735.9
|
|
|
|
Deepwater
|
|
Midwater
|
|
Jackup
|
|
Other
|
|
Operating Segments Total
|
|
Reconciling Items
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revenues
|
$
|
330.4
|
|
|
$
|
36.1
|
|
|
$
|
552.7
|
|
|
$
|
6.5
|
|
|
$
|
925.7
|
|
|
$
|
—
|
|
|
$
|
925.7
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Contract drilling (exclusive
of depreciation)
|
152.0
|
|
|
22.9
|
|
|
295.7
|
|
|
7.3
|
|
|
477.9
|
|
|
—
|
|
|
477.9
|
|
|||||||
|
Depreciation
|
50.1
|
|
|
5.2
|
|
|
85.7
|
|
|
.9
|
|
|
141.9
|
|
|
1.1
|
|
|
143.0
|
|
|||||||
|
General and administrative
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77.5
|
|
|
77.5
|
|
|||||||
|
Operating income (loss)
|
$
|
128.3
|
|
|
$
|
8.0
|
|
|
$
|
171.3
|
|
|
$
|
(1.7
|
)
|
|
$
|
305.9
|
|
|
$
|
(78.6
|
)
|
|
$
|
227.3
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Interest income
|
$
|
5.8
|
|
|
$
|
2.3
|
|
|
$
|
11.7
|
|
|
$
|
2.5
|
|
|
Interest expense, net:
|
|
|
|
|
|
|
|
|
|
||||||
|
Interest expense
|
(57.6
|
)
|
|
(41.6
|
)
|
|
(115.2
|
)
|
|
(60.1
|
)
|
||||
|
Capitalized interest
|
27.6
|
|
|
22.0
|
|
|
50.6
|
|
|
36.4
|
|
||||
|
|
(30.0
|
)
|
|
(19.6
|
)
|
|
(64.6
|
)
|
|
(23.7
|
)
|
||||
|
Other, net
|
(.3
|
)
|
|
(.8
|
)
|
|
2.2
|
|
|
5.3
|
|
||||
|
|
$
|
(24.5
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(50.7
|
)
|
|
$
|
(15.9
|
)
|
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
|
Cash flow from operating activities
|
$
|
1,010.6
|
|
|
$
|
175.8
|
|
|
Capital expenditures
|
|
|
|
|
|
||
|
New rig construction
|
$
|
793.2
|
|
|
$
|
136.4
|
|
|
Rig enhancements
|
153.5
|
|
|
86.3
|
|
||
|
Minor upgrades and improvements
|
100.4
|
|
|
42.9
|
|
||
|
|
$
|
1,047.1
|
|
|
$
|
265.6
|
|
|
|
|
Paid
|
|
Remainder of 2012
|
|
Thereafter
|
|
Total
(1)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
ENSCO DS-7
(2)
|
|
$
|
99.6
|
|
|
$
|
49.8
|
|
|
$
|
349.3
|
|
|
$
|
498.7
|
|
|
ENSCO DS-8
(3)
|
|
53.8
|
|
|
—
|
|
|
484.2
|
|
|
538.0
|
|
||||
|
ENSCO DS-9
(3)
|
|
52.5
|
|
|
—
|
|
|
472.2
|
|
|
524.7
|
|
||||
|
ENSCO 8506
(4)
|
|
207.6
|
|
|
332.8
|
|
|
—
|
|
|
540.4
|
|
||||
|
ENSCO 120
(5)
|
|
43.8
|
|
|
—
|
|
|
175.1
|
|
|
218.9
|
|
||||
|
ENSCO 121
(5)
|
|
43.8
|
|
|
—
|
|
|
175.1
|
|
|
218.9
|
|
||||
|
ENSCO 122
(5)
|
|
49.0
|
|
|
—
|
|
|
196.0
|
|
|
245.0
|
|
||||
|
Total
|
|
$
|
550.1
|
|
|
$
|
382.6
|
|
|
$
|
1,851.9
|
|
|
$
|
2,784.6
|
|
|
(1)
|
Total commitments are based on a fixed-price shipyard construction contract, exclusive of costs associated with commissioning, systems integration testing, project management, inventory and other spares.
|
|
(2)
|
ENSCO DS-7 currently is uncontracted and under construction and scheduled for delivery during the second half of 2013.
|
|
(3)
|
During the second quarter of 2012, we entered into agreements with SHI to construct two ultra-deepwater drillships (ENSCO DS-8 and ENSCO DS-9). The rigs are scheduled for delivery during the second half of 2014.
|
|
(4)
|
We have remaining one ENSCO 8500 Series® ultra-deepwater semisubmersible rig under construction with KFELS (ENSCO 8506), which is committed under a long-term contract in the U.S. Gulf of Mexico and scheduled for delivery during the third quarter of 2012.
|
|
(5)
|
We have three ultra-high specification harsh environment jackup rigs under construction with KFELS. These rigs are scheduled for delivery during the first and second half of 2013 and the second half of 2014, respectively. The first jackup rig to be delivered is committed under a long-term drilling contract in the North Sea, while the other two jackup rigs under construction are uncontracted.
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Total debt
|
$
|
4,907.5
|
|
|
$
|
5,050.1
|
|
|
Total capital*
|
$
|
16,316.0
|
|
|
$
|
15,929.4
|
|
|
Total debt to total capital
|
30.1
|
%
|
|
31.7
|
%
|
||
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
226.7
|
|
|
$
|
430.7
|
|
|
Working capital
|
$
|
309.3
|
|
|
$
|
348.7
|
|
|
Current ratio
|
1.3
|
|
|
1.3
|
|
||
|
•
|
The Internal Revenue Service and/or Her Majesty's Revenue and Customs may disagree with our interpretation of tax laws, treaties, or regulations with respect to our redomestication to the U.K. in December 2009.
|
|
•
|
During recent years, the number of tax jurisdictions in which we conduct operations has increased, and we currently anticipate that this trend may 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 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 and treaties change frequently, requiring us to modify existing tax strategies to conform to such changes.
|
|
Issuer Purchases of Equity Securities
|
|||||||||||||
|
Period
|
Total Number of Securities Purchased
|
|
Average Price Paid per Security
|
|
Total Number of Securities Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Approximate Dollar Value of Securities that May Yet Be Purchased Under Plans or Programs
(1)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
April 1 - April 30
|
2,511
|
|
|
$
|
52.98
|
|
|
—
|
|
|
$
|
—
|
|
|
May 1 - May 31
|
2,050
|
|
|
$
|
48.95
|
|
|
—
|
|
|
$
|
—
|
|
|
June 1 - June 30
|
120,502
|
|
|
$
|
45.44
|
|
|
—
|
|
|
$
|
—
|
|
|
Total
|
125,063
|
|
|
$
|
45.61
|
|
|
—
|
|
|
|
|
|
|
(1)
|
In connection with the termination of the ADS facility and the conversion to Class A ordinary shares, our previously executed share repurchase agreements with two investment banks became of no effect by their own terms. Accordingly, our share repurchase program, which provided for the repurchase from time to time, of Ensco’s ADSs in an aggregate amount of up to $562.4 million, ended. The establishment of a new share repurchase program would require approval from our shareholders by special resolution.
|
|
Exhibit Number
|
|
Exhibit
|
|
|
3.1
|
|
|
Form of Articles of Association of Ensco International plc (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on December 16, 2009, File No. 1-8097).
|
|
3.2
|
|
|
Certificate of Incorporation on Change of Name to Ensco plc (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
4.1
|
|
|
Deposit Agreement, Dated as of September 29, 2009, by and among ENSCO International Limited, Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares Issued Hereunder (incorporated by reference to Exhibit 4.1 to the Registration Statement of ENSCO International Limited on Form S-4 filed on November 9, 2009, File No. 333-162975).
|
|
4.2
|
|
|
Form of American Depositary Receipt for American Depositary Shares representing Deposited Class A Ordinary Shares of Ensco plc (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
4.3
|
|
|
Letter Agreement, by and among Ensco plc, Citibank, as Depositary, and Computershare, as Exchange Agent for the Termination of Ensco’s ADR Program, dated as of May 14, 2012 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
4.4
|
|
|
Form of American Depositary Receipt (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.1
|
|
|
Third Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.2
|
|
|
2012 Amendment to the ENSCO International Incorporated 1998 Incentive Plan (As Amended on August 23, 2011, and As Assumed by Ensco plc as of December 23, 2009), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.3
|
|
|
Eighth Amendment to the Pride International, Inc. 1993 Directors’ Stock Option Plan (As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.4
|
|
|
2012 Amendment to the Pride International, Inc. 1998 Long-Term Incentive Plan (As Amended and Restated Effective February 17, 2005 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.5
|
|
|
2012 Amendment to the Pride International, Inc. 2004 Directors’ Stock Incentive Plan (As Amended and Restated Effective March 26, 2008 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.6
|
|
|
2012 Amendment to the Pride International, Inc. 2007 Long-Term Incentive Plan (As Amended and Restated Effective March 16, 2010 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.7
|
|
|
Amendment No. 4 to the Ensco Non-Employee Director Deferred Compensation Plan, dated as of May 14, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.8
|
|
|
Amendment No. 5 to the Ensco Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.9
|
|
|
Amendment No. 5 to the Ensco 2005 Non-Employee Director Deferred Compensation Plan, dated as of May 14, 2012 (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.10
|
|
|
Amendment No. 4 to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
Exhibit Number
|
|
Exhibit
|
|
|
10.11
|
|
|
Ensco plc 2012 Long-Term Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement filed on April 4, 2012, File No. 1-8097).
|
|
10.12
|
|
|
First Amendment to Third Amended and Restated Credit Agreement and Guaranty Agreement, dated as of May 2, 2012, by and among Ensco plc, ENSCO International Incorporated, ENSCO Universal Limited, ENSCO Offshore International Company, Pride International, Inc., Pride International, Ltd., Ensco Global IV Ltd. and ENSCO Overseas Limited, as Borrowers, Ensco plc, ENSCO International Incorporated, Pride International, Inc., ENSCO Global Limited, ENSCO United Incorporated and ENSCO Investments LLC, as Guarantors, Citibank, N.A., as Administrative Agent, and Citibank, N.A., Deutsche Bank AG New York Branch, Wells Fargo Bank, National Association, DnB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Compass Bank, Natixis, Bank of America, N.A., Lloyds TSB Bank plc, The Bank of Nova Scotia and BNP Paribas, as Banks (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, File No. 1-8097).
|
|
10.13
|
|
|
First Amendment to 364-Day Credit Agreement and Guaranty Agreement, dated as of May 2, 2012 and effective as of May 10, 2012, by and among Ensco plc, ENSCO International Incorporated, ENSCO Universal Limited, ENSCO Offshore International Company, Pride International, Inc., Pride International, Ltd., Ensco Global IV Ltd. and ENSCO Overseas Limited, as Borrowers, Ensco plc, ENSCO International Incorporated, Pride International, Inc., ENSCO Global Limited, ENSCO United Incorporated and ENSCO Investments LLC, as Guarantors, Citibank, N.A., as Administrative Agent, and Citibank, N.A., Deutsche Bank AG New York Branch, Wells Fargo Bank, National Association, DnB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Compass Bank, Natixis, Bank of America, N.A., Lloyds TSB Bank plc, The Bank of Nova Scotia and BNP Paribas, as Banks (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, File No. 1-8097).
|
|
*15.1
|
|
|
Letter regarding unaudited interim financial information.
|
|
*31.1
|
|
|
Certification of the Chief Executive Officer of Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
*31.2
|
|
|
Certification of the Chief Financial Officer of Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
**32.1
|
|
|
Certification of the Chief Executive Officer of Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
**32.2
|
|
|
Certification of the Chief Financial Officer of Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*101.INS
|
|
|
XBRL Instance Document
|
|
*101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
|
*101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
*101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
*101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
*101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
Ensco plc
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES W. SWENT III
|
|
Date: July 26, 2012
|
|
James W. Swent III
Executive Vice President and
Chief Financial Officer
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ MICHAEL B. HOWE
|
|
|
|
Michael B. Howe
Vice President - Finance (Corporate)
|
|
|
|
|
|
|
|
/s/ DOUGLAS J. MANKO
|
|
|
|
Douglas J. Manko
Controller
(principal accounting officer)
|
|
Exhibit Number
|
|
Exhibit
|
|
|
3.1
|
|
|
Form of Articles of Association of Ensco International plc (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on December 16, 2009, File No. 1-8097).
|
|
3.2
|
|
|
Certificate of Incorporation on Change of Name to Ensco plc (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
4.1
|
|
|
Deposit Agreement, Dated as of September 29, 2009, by and among ENSCO International Limited, Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares Issued Hereunder (incorporated by reference to Exhibit 4.1 to the Registration Statement of ENSCO International Limited on Form S-4 filed on November 9, 2009, File No. 333-162975).
|
|
4.2
|
|
|
Form of American Depositary Receipt for American Depositary Shares representing Deposited Class A Ordinary Shares of Ensco plc (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
|
|
4.3
|
|
|
Letter Agreement, by and among Ensco plc, Citibank, as Depositary, and Computershare, as Exchange Agent for the Termination of Ensco’s ADR Program, dated as of May 14, 2012 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
4.4
|
|
|
Form of American Depositary Receipt (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.1
|
|
|
Third Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and Restated on December 22, 2009 and As Assumed by Ensco plc as of December 23, 2009), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.2
|
|
|
2012 Amendment to the ENSCO International Incorporated 1998 Incentive Plan (As Amended on August 23, 2011, and As Assumed by Ensco plc as of December 23, 2009), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.3
|
|
|
Eighth Amendment to the Pride International, Inc. 1993 Directors’ Stock Option Plan (As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.4
|
|
|
2012 Amendment to the Pride International, Inc. 1998 Long-Term Incentive Plan (As Amended and Restated Effective February 17, 2005 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.5
|
|
|
2012 Amendment to the Pride International, Inc. 2004 Directors’ Stock Incentive Plan (As Amended and Restated Effective March 26, 2008 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.6
|
|
|
2012 Amendment to the Pride International, Inc. 2007 Long-Term Incentive Plan (As Amended and Restated Effective March 16, 2010 and As Assumed by Ensco plc as of May 31, 2011), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.7
|
|
|
Amendment No. 4 to the Ensco Non-Employee Director Deferred Compensation Plan, dated as of May 14, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.8
|
|
|
Amendment No. 5 to the Ensco Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.9
|
|
|
Amendment No. 5 to the Ensco 2005 Non-Employee Director Deferred Compensation Plan, dated as of May 14, 2012 (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
Exhibit Number
|
|
Exhibit
|
|
10.10
|
|
Amendment No. 4 to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated as of May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
|
|
10.11
|
|
Ensco plc 2012 Long-Term Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement filed on April 4, 2012, File No. 1-8097).
|
|
10.12
|
|
First Amendment to Third Amended and Restated Credit Agreement and Guaranty Agreement, dated as of May 2, 2012, by and among Ensco plc, ENSCO International Incorporated, ENSCO Universal Limited, ENSCO Offshore International Company, Pride International, Inc., Pride International, Ltd., Ensco Global IV Ltd. and ENSCO Overseas Limited, as Borrowers, Ensco plc, ENSCO International Incorporated, Pride International, Inc., ENSCO Global Limited, ENSCO United Incorporated and ENSCO Investments LLC, as Guarantors, Citibank, N.A., as Administrative Agent, and Citibank, N.A., Deutsche Bank AG New York Branch, Wells Fargo Bank, National Association, DnB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Compass Bank, Natixis, Bank of America, N.A., Lloyds TSB Bank plc, The Bank of Nova Scotia and BNP Paribas, as Banks (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, File No. 1-8097).
|
|
10.13
|
|
First Amendment to 364-Day Credit Agreement and Guaranty Agreement, dated as of May 2, 2012 and effective as of May 10, 2012, by and among Ensco plc, ENSCO International Incorporated, ENSCO Universal Limited, ENSCO Offshore International Company, Pride International, Inc., Pride International, Ltd., Ensco Global IV Ltd. and ENSCO Overseas Limited, as Borrowers, Ensco plc, ENSCO International Incorporated, Pride International, Inc., ENSCO Global Limited, ENSCO United Incorporated and ENSCO Investments LLC, as Guarantors, Citibank, N.A., as Administrative Agent, and Citibank, N.A., Deutsche Bank AG New York Branch, Wells Fargo Bank, National Association, DnB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Compass Bank, Natixis, Bank of America, N.A., Lloyds TSB Bank plc, The Bank of Nova Scotia and BNP Paribas, as Banks (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, File No. 1-8097).
|
|
*15.1
|
|
Letter regarding unaudited interim financial information.
|
|
*31.1
|
|
Certification of the Chief Executive Officer of Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
*31.2
|
|
Certification of the Chief Financial Officer of Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
**32.1
|
|
Certification of the Chief Executive Officer of Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
**32.2
|
|
Certification of the Chief Financial Officer of Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*101.INS
|
|
XBRL Instance Document
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|