Guarantee Of Registered Securities | Guarantee of Registered Securities In connection with the Pride acquisition, Ensco plc and Pride entered into a supplemental indenture to the indenture dated as of July 1, 2004, between Pride and the Bank of New York Mellon, as indenture trustee, providing for, among other matters, the full and unconditional guarantee by Ensco plc of Pride’s 6.875% unsecured senior notes due 2020 and 7.875% unsecured senior notes due 2040 , which had an aggregate outstanding principal balance of $422.9 million as of June 30, 2018 . 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, a wholly-owned subsidiary of Ensco plc, during 1997, which had an aggregate outstanding principal balance of $150.0 million as of June 30, 2018 . Pride and Ensco International Incorporated are 100% owned subsidiaries of Ensco plc. All guarantees are unsecured obligations of Ensco plc ranking equal in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The following tables present the unaudited condensed consolidating statements of operations for the three-month and six-month periods ended June 30, 2018 and 2017 ; the unaudited condensed consolidating statements of comprehensive income (loss) for the three-month and six-month periods ended June 30, 2018 and 2017 ; the condensed consolidating balance sheets as of June 30, 2018 (unaudited) and December 31, 2017 ; and the unaudited condensed consolidating statements of cash flows for the six-month periods ended June 30, 2018 and 2017 , in accordance with Rule 3-10 of Regulation S-X. ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING REVENUES $ 12.3 $ 39.8 $ — $ 484.3 $ (77.9 ) $ 458.5 OPERATING EXPENSES Contract drilling (exclusive of depreciation) 13.0 36.2 — 373.0 (77.9 ) 344.3 Depreciation — 3.5 — 117.2 — 120.7 General and administrative 10.3 .1 — 15.7 — 26.1 OPERATING LOSS (11.0 ) — — (21.6 ) — (32.6 ) OTHER EXPENSE, NET (5.1 ) (40.5 ) (19.7 ) (23.5 ) 4.0 (84.8 ) LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (16.1 ) (40.5 ) (19.7 ) (45.1 ) 4.0 (117.4 ) INCOME TAX PROVISION — 18.6 — 6.1 — 24.7 DISCONTINUED OPERATIONS, NET — — — (8.0 ) — (8.0 ) EQUITY EARNINGS (LOSSES) IN AFFILIATES, NET OF TAX (134.9 ) 28.7 22.6 — 83.6 — NET LOSS (151.0 ) (30.4 ) 2.9 (59.2 ) 87.6 (150.1 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (.9 ) — (.9 ) NET LOSS ATTRIBUTABLE TO ENSCO $ (151.0 ) $ (30.4 ) $ 2.9 $ (60.1 ) $ 87.6 $ (151.0 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2017 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING REVENUES $ 12.8 $ 43.9 $ — $ 486.5 $ (85.7 ) $ 457.5 OPERATING EXPENSES Contract drilling (exclusive of depreciation) 11.1 41.4 — 324.5 (85.7 ) 291.3 Depreciation — 4.3 — 103.6 — 107.9 General and administrative 12.1 4.2 — 14.2 — 30.5 OPERATING INCOME (LOSS) (10.4 ) (6.0 ) — 44.2 — 27.8 OTHER EXPENSE, NET (7.1 ) (26.9 ) (16.9 ) (4.9 ) 2.6 (53.2 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (17.5 ) (32.9 ) (16.9 ) 39.3 2.6 (25.4 ) INCOME TAX PROVISION — 4.3 — 15.0 — 19.3 DISCONTINUED OPERATIONS, NET — — — .4 — .4 EQUITY EARNINGS(LOSS) IN AFFILIATES, NET OF TAX (28.0 ) 28.7 19.9 — (20.6 ) — NET INCOME (LOSS) (45.5 ) (8.5 ) 3.0 24.7 (18.0 ) (44.3 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (1.2 ) — (1.2 ) NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO $ (45.5 ) $ (8.5 ) $ 3.0 $ 23.5 $ (18.0 ) $ (45.5 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING REVENUES $ 24.6 $ 80.1 $ — $ 927.8 $ (157.0 ) $ 875.5 OPERATING EXPENSES Contract drilling (exclusive of depreciation) 26.4 72.8 — 727.3 (157.0 ) 669.5 Depreciation — 7.0 — 228.9 — 235.9 General and administrative 20.5 .3 — 33.2 — 54.0 OPERATING LOSS (22.3 ) — — (61.6 ) — (83.9 ) OTHER INCOME (EXPENSE), NET 0.5 (68.5 ) (50.0 ) (56.9 ) 19.4 (155.5 ) LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (21.8 ) (68.5 ) (50.0 ) (118.5 ) 19.4 (239.4 ) INCOME TAX PROVISION — 22.9 — 20.2 — 43.1 DISCONTINUED OPERATIONS, NET — — — (8.1 ) — (8.1 ) EQUITY EARNINGS (LOSSES) IN AFFILIATES, NET OF TAX (269.3 ) 49.5 46.0 — 173.8 — NET LOSS (291.1 ) (41.9 ) (4.0 ) (146.8 ) 193.2 (290.6 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (.5 ) — (.5 ) NET LOSS ATTRIBUTABLE TO ENSCO $ (291.1 ) $ (41.9 ) $ (4.0 ) $ (147.3 ) $ 193.2 $ (291.1 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2017 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING REVENUES $ 25.5 $ 89.9 $ — $ 987.2 $ (174.0 ) $ 928.6 OPERATING EXPENSES Contract drilling (exclusive of depreciation) 22.4 83.4 — 637.6 (174.0 ) 569.4 Depreciation — 8.5 — 208.6 — 217.1 General and administrative 23.6 4.3 — 28.6 — 56.5 OPERATING INCOME (LOSS) (20.5 ) (6.3 ) — 112.4 — 85.6 OTHER EXPENSE, NET (13.6 ) (58.2 ) (35.6 ) (12.6 ) 9.1 (110.9 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (34.1 ) (64.5 ) (35.6 ) 99.8 9.1 (25.3 ) INCOME TAX PROVISION — 18.9 — 24.5 — 43.4 DISCONTINUED OPERATIONS, NET — — — (.2 ) — (.2 ) EQUITY EARNINGS (LOSSES) IN AFFILIATES, NET OF TAX (37.1 ) 83.6 46.2 — (92.7 ) — NET INCOME (LOSS) (71.2 ) .2 10.6 75.1 (83.6 ) (68.9 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (2.3 ) — (2.3 ) NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO $ (71.2 ) $ .2 $ 10.6 $ 72.8 $ (83.6 ) $ (71.2 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS Three Months Ended June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total NET LOSS $ (151.0 ) $ (30.4 ) $ 2.9 $ (59.2 ) $ 87.6 $ (150.1 ) OTHER COMPREHENSIVE LOSS, NET Net change in derivative fair value — (7.6 ) — — — (7.6 ) Reclassification of net gains on derivative instruments from other comprehensive loss into net loss — (.7 ) — — — (.7 ) Other — — — (.2 ) — (.2 ) NET OTHER COMPREHENSIVE LOSS — (8.3 ) — (.2 ) — (8.5 ) COMPREHENSIVE LOSS (151.0 ) (38.7 ) 2.9 (59.4 ) 87.6 (158.6 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (.9 ) — (.9 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO $ (151.0 ) $ (38.7 ) $ 2.9 $ (60.3 ) $ 87.6 $ (159.5 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2017 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total NET INCOME (LOSS) $ (45.5 ) $ (8.5 ) $ 3.0 $ 24.7 $ (18.0 ) $ (44.3 ) OTHER COMPREHENSIVE INCOME, NET Net change in derivative fair value — 2.9 — — — 2.9 Reclassification of net losses on derivative instruments from other comprehensive income into net income — .3 — — — .3 Other — — — .2 — .2 NET OTHER COMPREHENSIVE INCOME — 3.2 — .2 — 3.4 COMPREHENSIVE INCOME (LOSS) (45.5 ) (5.3 ) 3.0 24.9 (18.0 ) (40.9 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (1.2 ) — (1.2 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO $ (45.5 ) $ (5.3 ) $ 3.0 $ 23.7 $ (18.0 ) $ (42.1 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS Six Months Ended June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total NET LOSS $ (291.1 ) $ (41.9 ) $ (4.0 ) $ (146.8 ) $ 193.2 $ (290.6 ) OTHER COMPREHENSIVE LOSS, NET Net change in derivative fair value — (4.9 ) — — — (4.9 ) Reclassification of net gains on derivative instruments from other comprehensive loss to net loss — (2.9 ) — — — (2.9 ) Other — — — (.3 ) — (.3 ) NET OTHER COMPREHENSIVE LOSS — (7.8 ) — (.3 ) — (8.1 ) COMPREHENSIVE LOSS (291.1 ) (49.7 ) (4.0 ) (147.1 ) 193.2 (298.7 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (.5 ) — (.5 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO $ (291.1 ) $ (49.7 ) $ (4.0 ) $ (147.6 ) $ 193.2 $ (299.2 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2017 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total NET INCOME (LOSS) $ (71.2 ) $ .2 $ 10.6 $ 75.1 $ (83.6 ) $ (68.9 ) OTHER COMPREHENSIVE INCOME, NET Net change in derivative fair value — 6.0 — — — 6.0 Reclassification of net losses on derivative instruments from other comprehensive income into net income (loss) — 1.2 — — — 1.2 Other — — — .7 — .7 NET OTHER COMPREHENSIVE INCOME — 7.2 — .7 — 7.9 COMPREHENSIVE INCOME (LOSS) (71.2 ) 7.4 10.6 75.8 (83.6 ) (61.0 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — (2.3 ) — (2.3 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO $ (71.2 ) $ 7.4 $ 10.6 $ 73.5 $ (83.6 ) $ (63.3 ) ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total ASSETS CURRENT ASSETS Cash and cash equivalents $ 305.7 $ — $ 16.1 $ 163.7 $ — $ 485.5 Short-term investments 255.0 — — — — 255.0 Accounts receivable, net 1.9 .4 — 330.4 — 332.7 Accounts receivable from affiliates 1,163.0 413.4 1.4 386.2 (1,964.0 ) — Other .3 2.1 — 387.2 — 389.6 Total current assets 1,725.9 415.9 17.5 1,267.5 (1,964.0 ) 1,462.8 PROPERTY AND EQUIPMENT, AT COST 1.8 124.4 — 15,350.3 — 15,476.5 Less accumulated depreciation 1.8 84.1 — 2,606.7 — 2,692.6 Property and equipment, net — 40.3 — 12,743.6 — 12,783.9 DUE FROM AFFILIATES 3,080.5 461.3 161.2 2,185.4 (5,888.4 ) — INVESTMENTS IN AFFILIATES 8,835.1 3,641.4 1,152.6 — (13,629.1 ) — OTHER ASSETS 9.7 — — 204.1 (119.9 ) 93.9 $ 13,651.2 $ 4,558.9 $ 1,331.3 $ 16,400.6 $ (21,601.4 ) $ 14,340.6 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 79.7 $ 10.0 $ 12.5 $ 447.6 $ — $ 549.8 Accounts payable to affiliates 47.2 374.9 27.1 1,514.8 (1,964.0 ) — Total current liabilities 126.9 384.9 39.6 1,962.4 (1,964.0 ) 549.8 DUE TO AFFILIATES 1,417.2 1,426.1 1,387.6 1,657.5 (5,888.4 ) — LONG-TERM DEBT 3,673.2 149.4 504.8 667.5 — 4,994.9 OTHER LIABILITIES — 24.2 — 457.7 (119.9 ) 362.0 ENSCO SHAREHOLDERS' EQUITY (DEFICIT) 8,433.9 2,574.3 (600.7 ) 11,657.8 (13,629.1 ) 8,436.2 NONCONTROLLING INTERESTS — — — (2.3 ) — (2.3 ) Total equity (deficit) 8,433.9 2,574.3 (600.7 ) 11,655.5 (13,629.1 ) 8,433.9 $ 13,651.2 $ 4,558.9 $ 1,331.3 $ 16,400.6 $ (21,601.4 ) $ 14,340.6 ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2017 (In millions) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-Guarantor Subsidiaries of Ensco Consolidating Adjustments Total ASSETS CURRENT ASSETS Cash and cash equivalents $ 185.2 $ — $ 25.6 $ 234.6 $ — $ 445.4 Short-term investments 440.0 — — — — $ 440.0 Accounts receivable, net 6.9 .4 — 338.1 — 345.4 Accounts receivable from affiliates 351.8 492.7 — 424.3 (1,268.8 ) — Other — 8.8 — 372.4 — 381.2 Total current assets 983.9 501.9 25.6 1,369.4 (1,268.8 ) 1,612.0 PROPERTY AND EQUIPMENT, AT COST 1.8 120.8 — 15,209.5 — 15,332.1 Less accumulated depreciation 1.8 77.1 — 2,379.5 — 2,458.4 Property and equipment, net — 43.7 — 12,830.0 — 12,873.7 DUE FROM AFFILIATES 3,002.1 2,618.0 165.1 3,736.1 (9,521.3 ) — INVESTMENTS IN AFFILIATES 9,098.5 3,591.9 1,106.6 — (13,797.0 ) — OTHER ASSETS 12.9 5.0 — 226.5 (104.2 ) 140.2 $ 13,097.4 $ 6,760.5 $ 1,297.3 $ 18,162.0 $ (24,691.3 ) $ 14,625.9 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 55.4 $ 39.0 $ 21.7 $ 642.4 $ — $ 758.5 Accounts payable to affiliates 67.3 458.3 12.4 730.8 (1,268.8 ) — Total current liabilities 122.7 497.3 34.1 1,373.2 (1,268.8 ) 758.5 DUE TO AFFILIATES 1,402.9 3,559.2 753.9 3,805.3 (9,521.3 ) — LONG-TERM DEBT 2,841.8 149.2 1,106.0 653.7 — 4,750.7 OTHER LIABILITIES — 3.1 — 487.8 (104.2 ) 386.7 ENSCO SHAREHOLDERS' EQUITY (DEFICIT) 8,730.0 2,551.7 (596.7 ) 11,844.1 (13,797.0 ) 8,732.1 NONCONTROLLING INTERESTS — — — (2.1 ) — (2.1 ) Total equity (deficit) 8,730.0 2,551.7 (596.7 ) 11,842.0 (13,797.0 ) 8,730.0 $ 13,097.4 $ 6,760.5 $ 1,297.3 $ 18,162.0 $ (24,691.3 ) $ 14,625.9 ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2018 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING ACTIVITIES Net cash provided by (used in) operating activities of continuing operations $ 28.3 $ (87.8 ) $ (56.6 ) $ 98.1 $ — $ (18.0 ) INVESTING ACTIVITIES Maturities of short-term investments 599.0 — — — — 599.0 Purchases of short-term investments (414.0 ) — — — — (414.0 ) Additions to property and equipment — — — (331.9 ) — (331.9 ) Sale of affiliate debt 479.0 — — — (479.0 ) — Purchase of affiliate debt (552.5 ) — — — 552.5 — Other — — — 2.9 — 2.9 Net cash provided by (used in) investing activities of continuing operations 111.5 — — (329.0 ) 73.5 (144.0 ) FINANCING ACTIVITIES Proceeds from issuance of senior notes 1,000.0 — — — — 1,000.0 Reduction of long-term borrowings (159.9 ) — (537.8 ) — (73.5 ) (771.2 ) Debt financing costs (17.0 ) — — — — (17.0 ) Cash dividends paid (9.0 ) — — — — (9.0 ) Advances from (to) affiliates (831.5 ) 87.8 584.9 158.8 — — Other (1.9 ) — — (0.6 ) — (2.5 ) Net cash provided by (used in) financing activities (19.3 ) 87.8 47.1 158.2 (73.5 ) 200.3 Net cash provided by discontinued operations — — — 2.5 — 2.5 Effect of exchange rate changes on cash and cash equivalents — — — (.7 ) — (.7 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 120.5 — (9.5 ) (70.9 ) — 40.1 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 185.2 — 25.6 234.6 — 445.4 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 305.7 $ — $ 16.1 $ 163.7 $ — $ 485.5 ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2017 (In millions) (Unaudited) Ensco plc ENSCO International Incorporated Pride International LLC Other Non-guarantor Subsidiaries of Ensco Consolidating Adjustments Total OPERATING ACTIVITIES Net cash provided by (used in) operating activities of continuing operations $ (17.8 ) $ (50.5 ) $ (53.9 ) $ 252.7 $ — $ 130.5 INVESTING ACTIVITIES Maturities of short-term investments 65.1 — — 831.9 — 897.0 Purchases of short-term investments (563.0 ) — — (571.8 ) — (1,134.8 ) Additions to property and equipment — — — (332.6 ) — (332.6 ) Purchase of affiliate debt (316.3 ) — — — 316.3 — Other — — — 1.7 — 1.7 Net cash used in investing activities of continuing operations (814.2 ) — — (70.8 ) 316.3 (568.7 ) FINANCING ACTIVITIES Reduction of long-term borrowings (220.7 ) — — — (316.3 ) (537.0 ) Cash dividends paid (6.2 ) — — — — (6.2 ) Debt financing costs (5.5 ) — — — — (5.5 ) Advances from affiliates 247.7 50.5 37.9 (336.1 ) — — Other (2.6 ) — — (1.0 ) — (3.6 ) Net cash provided by (used in) financing activities 12.7 50.5 37.9 (337.1 ) (316.3 ) (552.3 ) Net cash used in discontinued operations — — — (0.2 ) — (0.2 ) Effect of exchange rate changes on cash and cash equivalents — — — .6 — .6 NET DECREASE IN CASH AND CASH EQUIVALENTS (819.3 ) — (16.0 ) (154.8 ) — (990.1 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 892.6 — 19.8 247.3 — 1,159.7 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 73.3 $ — $ 3.8 $ 92.5 $ — $ 169.6 |