ENSCO PLC, 10-K filed on 2/28/2017
Annual Report
Document And Entity Information (USD $)
12 Months Ended
Dec. 31, 2016
Feb. 22, 2017
Jun. 30, 2016
Document And Entity Information [Abstract]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
Entity Registrant Name
Ensco plc 
 
 
Entity Central Index Key
0000314808 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
FY 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Public Float
 
 
$ 2,913,950,000 
Entity Common Shares, Shares Outstanding
 
302,954,662 
 
Consolidated Statements Of Income (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]
 
 
 
OPERATING REVENUES
$ 2,776.4 
$ 4,063.4 
$ 4,564.5 
OPERATING EXPENSES
 
 
 
Contract drilling (exclusive of depreciation)
1,301.0 
1,869.6 
2,076.9 
Loss on impairment
2,746.4 
4,218.7 
Depreciation
445.3 
572.5 
537.9 
General and administrative
100.8 
118.4 
131.9 
Total operating expenses
1,847.1 
5,306.9 
6,965.4 
OPERATING INCOME
929.3 
(1,243.5)
(2,400.9)
OTHER INCOME (EXPENSE)
 
 
 
Interest income
13.8 
9.9 
13.0 
Interest expense, net
(228.8)
(216.3)
(161.4)
Other, net
283.2 
(21.3)
0.5 
Other income (expense), net
68.2 
(227.7)
(147.9)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
997.5 
(1,471.2)
(2,548.8)
PROVISION FOR INCOME TAXES
 
 
 
Current income tax expense
79.8 
144.1 
264.0 
Deferred income tax expense (benefit)
28.7 
(158.0)
(123.5)
Total provision for income taxes
108.5 
(13.9)
140.5 
INCOME (LOSS) FROM CONTINUING OPERATIONS
889.0 
(1,457.3)
(2,689.3)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET
8.1 
(128.6)
(1,199.2)
NET INCOME (LOSS)
897.1 
(1,585.9)
(3,888.5)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(6.9)
(8.9)
(14.1)
NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO
890.2 
(1,594.8)
(3,902.6)
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
 
 
 
Continuing operations
$ 3.10 
$ (6.33)
$ (11.70)
Discontinued operations
$ 0.03 
$ (0.55)
$ (5.18)
Total earnings per share - basic
$ 3.13 
$ (6.88)
$ (16.88)
NET INCOME ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED
$ 873.6 
$ (1,596.8)
$ (3,910.5)
WEIGHTED-AVERAGE SHARES OUTSTANDING
 
 
 
Basic and Diluted
279.1 
232.2 
231.6 
CASH DIVIDENDS PER SHARE
$ 0.04 
$ 0.60 
$ 3.00 
Consolidated Statements of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS)
$ 40.5 
$ 87.3 
$ 592.6 
$ 176.7 
$ (2,470.3)
$ 293.8 
$ 262.7 
$ 327.9 
$ 897.1 
$ (1,585.9)
$ (3,888.5)
OTHER COMPREHENSIVE INCOME (LOSS), NET
 
 
 
 
 
 
 
 
 
 
 
Net change in fair value of derivatives
 
 
 
 
 
 
 
 
(5.4)
(23.6)
(11.7)
Reclassification of net losses (gains) on derivative instruments from other comprehensive income into net income
 
 
 
 
 
 
 
 
12.4 
22.2 
(0.9)
Other
 
 
 
 
 
 
 
 
(0.5)
2.0 
6.3 
NET OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
 
6.5 
0.6 
(6.3)
COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
 
903.6 
(1,585.3)
(3,894.8)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
 
 
 
 
 
 
 
(6.9)
(8.9)
(14.1)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO
 
 
 
 
 
 
 
 
$ 896.7 
$ (1,594.2)
$ (3,908.9)
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
CURRENT ASSETS
 
 
Cash and cash equivalents
$ 1,159.7 
$ 121.3 
Short-term Investments
1,442.6 
1,180.0 
Accounts receivable, net
361.0 
582.0 
Other
316.0 
401.8 
Total current assets
3,279.3 
2,285.1 
PROPERTY AND EQUIPMENT, AT COST
12,992.5 
12,719.4 
Less accumulated depreciation
2,073.2 
1,631.6 
Property and equipment, net
10,919.3 
11,087.8 
OTHER ASSETS, NET
175.9 
237.6 
TOTAL ASSETS
14,374.5 
13,610.5 
CURRENT LIABILITIES
 
 
Accounts payable - trade
145.9 
224.6 
Accrued liabilities and other
376.6 
550.9 
Current maturities of long-term debt
331.9 
Total current liabilities
854.4 
775.5 
LONG-TERM DEBT
4,942.6 
5,868.6 
OTHER LIABILITIES
322.5 
449.2 
ENSCO SHAREHOLDERS' EQUITY
 
 
Additional paid-in capital
6,402.2 
5,554.5 
Retained earnings
1,864.1 
985.3 
Accumulated other comprehensive income
19.0 
12.5 
Treasury shares, at cost, 7.3 million shares and 7.6 million shares as of December 31, 2016 and 2015
(65.8)
(63.8)
Total Ensco shareholders' equity
8,250.6 
6,512.9 
NONCONTROLLING INTERESTS
4.4 
4.3 
Total equity
8,255.0 
6,517.2 
Total liabilities and shareholders' equity
14,374.5 
13,610.5 
Class A Ordinary Shares, U.S. [Member]
 
 
ENSCO SHAREHOLDERS' EQUITY
 
 
Common shares, value
31.0 
24.3 
Common Class B, Par Value In GBP [Member]
 
 
ENSCO SHAREHOLDERS' EQUITY
 
 
Common shares, value
$ 0.1 
$ 0.1 
Consolidated Balance Sheets (Parenthetical)
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Class A Ordinary Shares, U.S. [Member]
USD ($)
Dec. 31, 2015
Class A Ordinary Shares, U.S. [Member]
USD ($)
Dec. 31, 2016
Common Class B, Par Value In GBP [Member]
GBP (£)
Dec. 31, 2015
Common Class B, Par Value In GBP [Member]
GBP (£)
Common shares, par value
 
 
$ 0.10 
$ 0.10 
£ 1 
£ 1 
Common shares, shares issued
 
 
310,300,000 
242,900,000 
50,000 
50,000 
Treasury shares, shares held
7,300,000 
7,600,000 
 
 
 
 
Consolidated Statements Of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
OPERATING ACTIVITIES
 
 
 
Net income
$ 897.1 
$ (1,585.9)
$ (3,888.5)
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
 
 
 
Depreciation expense
445.3 
572.5 
537.9 
(Gain) loss on debt extinguishment
(287.8)
33.5 
Share-based Compensation
39.6 
40.2 
45.1 
Deferred income tax expense (benefit)
28.7 
(158.0)
(123.5)
Amortization of assets and liabilities, net
(20.5)
(1.4)
(7.9)
(Income) loss from discontinued operations, net
(8.1)
128.6 
1,199.2 
Bad debt provision
(5.7)
24.1 
(5.0)
Loss on impairment
2,746.4 
4,218.7 
Other
(3.0)
(18.1)
(11.4)
Changes in operating assets and liabilities
(8.2)
(84.0)
93.3 
Net cash provided by operating activities of continuing operations
1,077.4 
1,697.9 
2,057.9 
INVESTING ACTIVITIES
 
 
 
Purchases of short-term investments
(2,474.6)
(1,780.0)
(790.6)
Maturities of short-term investments
2,212.0 
1,357.3 
83.3 
Additions to property and equipment
(322.2)
(1,619.5)
(1,566.7)
Net proceeds from disposition of assets
9.8 
1.6 
169.2 
Net cash used in investing activities of continuing operations
(575.0)
(2,040.6)
(2,104.8)
FINANCING ACTIVITIES
 
 
 
Reduction of long-term borrowings
(863.9)
(1,072.5)
(60.1)
Proceeds from issuance of senior notes
849.5 
1,078.7 
1,246.4 
Proceeds from equity issuance
585.5 
Debt financing costs
(23.4)
(10.5)
(13.4)
Cash dividends paid
(11.6)
(141.2)
(703.0)
Premium paid on redemption of debt
(30.3)
Other
(7.1)
(16.0)
(27.2)
Net cash provided by (used in) financing activities
529.0 
(191.8)
442.7 
DISCONTINUED OPERATIONS
 
 
 
Operating activities
2.1 
(10.9)
(3.8)
Investing activities
6.3 
2.2 
107.2 
Net Cash Provided by (Used in) Discontinued Operations
8.4 
(8.7)
103.4 
Effect of exchange rate changes on cash and cash equivalents
(1.4)
(0.3)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1,038.4 
(543.5)
499.2 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
121.3 
664.8 
165.6 
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 1,159.7 
$ 121.3 
$ 664.8 
Description Of The Business And Summary Of Significant Accounting Policies
Description Of The Business And Summary Of Significant Accounting Policies
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Business
 
We are one of the leading providers of offshore contract drilling services to the international oil and gas industry. We own and operate an offshore drilling rig fleet of 57 rigs spanning most of the strategic markets around the globe. Our rig fleet includes eight drillships, 10 dynamically positioned semisubmersible rigs, three moored semisubmersible rigs and 38 jackup rigs, including two rigs under construction.   Our fleet is the world's second largest amongst competitive rigs, including one of the newest ultra-deepwater fleets in the industry, and a leading premium jackup fleet.

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

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

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

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

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

Pervasiveness of Estimates

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

Foreign Currency Remeasurement and Translation

Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our revenues and expenses are denominated in U.S. dollars; however, a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar ("foreign currencies"). These transactions are remeasured in U.S. dollars based on a combination of both current and historical exchange rates. Most transaction gains and losses, including certain gains and losses on our derivative instruments, are included in other, net, in our consolidated statement of operations.  Certain gains and losses from the translation of foreign currency balances of our non-U.S. dollar functional currency subsidiaries are included in accumulated other comprehensive income on our consolidated balance sheet.  Net foreign currency exchange gains and losses, inclusive of offsetting fair value derivatives, were $6.0 million of losses, $5.4 million of gains and $2.6 million of losses, and were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively.

Cash Equivalents and Short-Term Investments

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

Short-term investments consisted of time deposits with initial maturities in excess of three months but less than one year and totaled $1.4 billion and $1.2 billion as of December 31, 2016 and 2015, respectively. Cash flows from purchases and maturities of short-term investments were classified as investing activities in our consolidated statements of cash flows for the years ended December 31, 2016, 2015 and 2014. To mitigate our credit risk, our investments in time deposits are diversified across multiple, high-quality financial institutions.
    
Property and Equipment

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

Our property and equipment is depreciated on a straight-line basis, after allowing for salvage values, over the estimated useful lives of our assets. Drilling rigs and related equipment are depreciated over estimated useful lives ranging from four to 35 years. Buildings and improvements are depreciated over estimated useful lives ranging from seven to 30 years. Other equipment, including computer and communications hardware and software costs, is depreciated over estimated useful lives ranging from three to six years.

On December 31, 2015, we evaluated our current judgments and assumptions used in determining the useful lives of our drilling rigs. We considered both historical experience and expectations of future operations, utilization and performance of our assets based on recent changes in the current market environment. As a result, we reduced the useful lives of certain floaters and jackups effective January 1, 2016. This reduction in useful lives increased depreciation expense by approximately $20.0 million for the year ended December 31, 2016.
 
We evaluate the carrying value of our property and equipment for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. For property and equipment used in our operations, recoverability generally is determined by comparing the carrying value of an asset to the expected undiscounted future cash flows of the asset. If the carrying value of an asset is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset and its estimated fair value. Property and equipment held-for-sale is recorded at the lower of net book value or net realizable value.

Operating Revenues and Expenses    

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

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

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

Deferred mobilization costs were included in other current assets and other assets, net, on our consolidated balance sheets and totaled $43.9 million and $77.0 million as of December 31, 2016 and 2015, respectively. Deferred mobilization revenue was included in accrued liabilities and other, and other liabilities on our consolidated balance sheets and totaled $62.1 million and $111.8 million as of December 31, 2016 and 2015, respectively.

In connection with some contracts, we receive up-front lump-sum fees or similar compensation for capital improvements to our drilling rigs. Such compensation is deferred and recognized as revenue over the period that the related drilling services are performed, and the cost is capitalized and depreciated over the useful life of the asset. Deferred revenue associated with capital improvements was included in accrued liabilities and other, and other liabilities on our consolidated balance sheets and totaled $165.2 million and $287.2 million as of December 31, 2016 and 2015, respectively.

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

For the year ended December 31, 2016, operating revenues included $185.0 million for the lump-sum consideration received in settlement and release of the ENSCO DS-9 customer's ongoing early termination obligations. The ENSCO DS-9 contract was terminated for convenience by the customer in July 2015, whereby the customer was obligated to pay us monthly termination fees for two years under the termination provisions of the contract. Operating revenues also included $20.0 million for the lump-sum consideration received in settlement of the ENSCO 8503 customer's remaining obligations under the contract.    

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

We must obtain certifications from various regulatory bodies in order to operate our drilling rigs and must maintain such certifications through periodic inspections and surveys. The costs incurred in connection with maintaining such certifications, including inspections, tests, surveys and drydock, as well as remedial structural work and other compliance costs, are deferred and amortized over the corresponding certification periods. Deferred regulatory certification and compliance costs were included in other current assets and other assets, net, on our consolidated balance sheets and totaled $14.9 million and $21.2 million as of December 31, 2016 and 2015, respectively.

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

Derivative Instruments

We use derivatives to reduce our exposure to various market risks, primarily foreign currency exchange rate risk. See "Note 5 - Derivative Instruments" for additional information on how and why we use derivatives.

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

Changes in the fair value of derivatives that are designated as hedges of the variability in expected future cash flows associated with existing recognized assets or liabilities or forecasted transactions ("cash flow hedges") are recorded in accumulated other comprehensive income ("AOCI").  Amounts recorded in AOCI associated with cash flow hedges are subsequently reclassified into contract drilling, depreciation or interest expense as earnings are affected by the underlying hedged forecasted transactions.

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

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

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

Income Taxes

We conduct operations and earn income in numerous countries. Current income taxes are recognized for the amount of taxes payable or refundable based on the laws and income tax rates in the taxing jurisdictions in which operations are conducted and income is earned.
 
Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the enacted tax rates in effect at year-end. A valuation allowance for deferred tax assets is recorded when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized. We do not offset deferred tax assets and deferred tax liabilities attributable to different tax paying jurisdictions.
    
We operate in certain jurisdictions where tax laws relating to the offshore drilling industry are not well developed and change frequently. Furthermore, we may enter into transactions with affiliates or employ other tax planning strategies that generally are subject to complex tax regulations. As a result of the foregoing, the tax liabilities and assets we recognize in our financial statements may differ from the tax positions taken, or expected to be taken, in our tax returns. Our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to income taxes are included in current income tax expense in our consolidated statement of operations.

Our drilling rigs frequently move from one taxing jurisdiction to another based on where they are contracted to perform drilling services. The movement of drilling rigs among taxing jurisdictions may involve a transfer of drilling rig ownership among our subsidiaries (“intercompany rig sale”). The pre-tax profit resulting from an intercompany rig sale is eliminated from our consolidated financial statements, and the carrying value of a rig sold in an intercompany transaction remains at historical net depreciated cost prior to the transaction. Our consolidated financial statements do not reflect the asset disposition transaction of the selling subsidiary or the asset acquisition transaction of the acquiring subsidiary. Income taxes resulting from an intercompany rig sale, as well as the tax effect of any reversing temporary differences resulting from the sale, are deferred and amortized on a straight-line basis over the remaining useful life of the rig.

In some instances, we may determine that certain temporary differences will not result in a taxable or deductible amount in future years, as it is more-likely-than-not we will commence operations and depart from a given taxing jurisdiction without such temporary differences being recovered or settled. Under these circumstances, no future tax consequences are expected and no deferred taxes are recognized in connection with such operations. We evaluate these determinations on a periodic basis and, in the event our expectations relative to future tax consequences change, the applicable deferred taxes are recognized or derecognized.
   
We do not provide deferred taxes on the undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. See "Note 9 - Income Taxes" for additional information on our deferred taxes, unrecognized tax benefits, intercompany transfers of drilling rigs and undistributed earnings.
 
Share-Based Compensation

We sponsor share-based compensation plans that provide equity compensation to our key employees, officers and non-employee directors. Our Long-Term Incentive Plan (the “2012 LTIP”) allows our Board of Directors to authorize share grants to be settled in cash or shares. Compensation expense for share awards to be settled in shares is measured at fair value on the date of grant and recognized on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for share awards to be settled in cash is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. The amount of compensation cost recognized in our consolidated statement of operations is based on the awards ultimately expected to vest and, therefore, reduced for estimated forfeitures. All changes in estimated forfeitures are based on historical experience and are recognized as a cumulative adjustment to compensation cost in the period in which they occur. See "Note 7 - Benefit Plans" for additional information on our share-based compensation.

Fair Value Measurements

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

Earnings Per Share
    
We compute basic and diluted earnings per share ("EPS") in accordance with the two-class method. Net income (loss) attributable to Ensco used in our computations of basic and diluted EPS is adjusted to exclude net income allocated to non-vested shares granted to our employees and non-employee directors. Weighted-average shares outstanding used in our computation of diluted EPS is calculated using the treasury stock method and includes the effect of all potentially dilutive performance awards and excludes non-vested shares. In each of the years in the three-year period ended December 31, 2016, our potentially dilutive instruments were not included in the computation of diluted income (loss) per share as the effect of including these shares in the calculation would have been anti-dilutive.
 
The following table is a reconciliation of income (loss) from continuing operations attributable to Ensco shares used in our basic and diluted EPS computations for each of the years in the three-year period ended December 31, 2016 (in millions):

 
2016
 
2015
 
2014
Income (loss) from continuing operations attributable to Ensco
$
882.1

 
$
(1,466.1
)
 
$
(2,703.1
)
Income from continuing operations allocated to non-vested share awards
(16.6
)
 
(2.0
)
 
(7.9
)
Income (loss) from continuing operations attributable to Ensco shares
$
865.5

 
$
(1,468.1
)
 
$
(2,711.0
)

    
Anti-dilutive share awards totaling 500,000, 800,000 and 400,000 for the years ended December 31, 2016, 2015 and 2014, respectively, were excluded from the computation of diluted EPS.
     
During 2016, we issued our 3.00% exchangeable senior notes due 2024 (the "2024 Convertible Notes"). See "Note 4 - Debt" for additional information on this issuance. We have the option to settle the notes in cash, shares or a combination thereof for the aggregate amount due upon conversion. Our intent is to settle the principal amount of the 2024 Convertible Notes in cash upon conversion. If the conversion value exceeds the principal amount (i.e., our share price exceeds the exchange price on the date of conversion), we expect to deliver shares equal to the remainder of our conversion obligation in excess of the principal amount.

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

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

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

 
2016
 
2015
 
2014
Income (loss) from continuing operations
$
889.0

 
$
(1,457.3
)
 
$
(2,689.3
)
Income from continuing operations attributable to noncontrolling interests
(6.9
)
 
(8.8
)
 
(13.8
)
Income (loss) from continuing operations attributable to Ensco
$
882.1

 
$
(1,466.1
)
 
$
(2,703.1
)

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

 
2016
 
2015
 
2014
Income (loss) from discontinued operations
$
8.1

 
$
(128.6
)
 
$
(1,199.2
)
Income from discontinued operations attributable to noncontrolling interests

 
(.1
)
 
(.3
)
Income (loss) from discontinued operations attributable to Ensco
$
8.1

 
$
(128.7
)
 
$
(1,199.5
)

New Accounting Pronouncements
    
In October 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“Update 2016-16”), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transaction occurs as opposed to deferring tax consequences and amortizing them into future periods. This update is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach with a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption is required. We expect to early adopt Update 2016-16 during the first quarter of 2017. We expect to recognize a cumulative-effect reduction of retained earnings at the beginning of the period of adoption of approximately $14 million.

In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting("Update 2016-09"), which simplifies several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. Transition methods vary for the related amendments. We expect to adopt Update 2016-09 during the first quarter of 2017. We believe the new standard will cause some volatility in our effective tax rates primarily due to the new requirement that companies recognize additional tax benefits or expenses related to the vesting or settlement of employee share-based awards (the difference between the actual tax benefit and the tax benefit initially recognized for financial reporting purposes) as income tax benefit or expense in earnings, rather than in additional paid-in capital, in the period in which they occur. Further, we expect to record forfeitures as they occur as opposed to estimating an allowance for future forfeitures. We do not anticipate that these changes will have a material impact on our consolidated financial statements and related disclosures.

During 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. During 2015, the Financial Accounting Standards Board voted to delay the effective date one year. Update 2014-09 is now effective for annual and interim periods for fiscal years beginning after December 15, 2017. During 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ("Update 2016-08"), Accounting Standards Update 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("Update 2016-10"), Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("Update 2016-12"), and Accounting Standard Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers ("Update 2016-20"). The amendments in Update 2016-08, 2016-10 and 2016-12 do not change the core principle of Update 2014-09 but instead clarify the implementation guidance and provide narrow-scope improvements. Update 2016-20 includes additional guidance for disclosures related to remaining performance obligations. Update 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP and may be adopted using a retrospective, modified retrospective or prospective with a cumulative catch-up approach. Due to the significant interaction between Update 2014-09 and Accounting Standards Update 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification ("Update 2016-02"), we expect to adopt Update 2014-09 and Update 2016-02 concurrently with an effective date of January 1, 2018. We expect to apply the modified retrospective approach to our adoption. We are currently evaluating the effect that Update 2014-09 and Update 2016-02 will have on our consolidated financial statements and related disclosures.

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification ("Update 2016-02"), which requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key qualitative and quantitative information about the entity's leasing arrangements. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective approach is required. During our evaluation of Update 2016-02, we have concluded that our drilling contracts contain a lease component, and upon adoption, we will be required to separately recognize revenues associated with the lease of our drilling rigs and the provision of contract drilling services. Due to the significant interaction between Update 2016-02 and Update 2014-09, we expect to adopt both updates concurrently with an effective date of January 1, 2018. We expect to apply the modified retrospective approach to our adoption. Adoption will result in increased disclosure of the nature of our leasing arrangements and may result in variability of our revenue recognition patterns relative to current U.S. GAAP based on the provisions in each of our drilling contracts. With respect to leases whereby we are the lessee, we expect to recognize lease liabilities and offsetting "right of use" assets ranging from approximately $60 million to $80 million upon adoption, based on our portfolio of leases as of December 31, 2016. We are currently evaluating the other impacts that Update 2014-09 and 2016-02 will have on our consolidated financial statements and related disclosures.

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

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

The following fair value hierarchy table categorizes information regarding our net financial assets measured at fair value on a recurring basis as of December 31, 2016 and 2015 (in millions):

 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
  (Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
As of December 31, 2016
 

 
 

 
 

 
 

Supplemental executive retirement plan assets
$
27.7

 
$

 
$

 
$
27.7

Total financial assets
27.7

 

 

 
27.7

Derivatives, net

 
(8.8
)
 

 
(8.8
)
Total financial liabilities
$

 
$
(8.8
)
 
$

 
$
(8.8
)
As of December 31, 2015
 

 
 

 
 

 
 

Supplemental executive retirement plan assets
$
33.1

 
$

 
$

 
$
33.1

Total financial assets
33.1

 

 

 
33.1

Derivatives, net

 
(19.7
)
 

 
(19.7
)
Total financial liabilities
$

 
$
(19.7
)
 
$

 
$
(19.7
)


Supplemental Executive Retirement Plans

Our Ensco supplemental executive retirement plans (the "SERP") are non-qualified plans that provide for eligible employees to defer a portion of their compensation for use after retirement. Assets held in the SERP were marketable securities measured at fair value on a recurring basis using Level 1 inputs and were included in other assets, net, on our consolidated balance sheets as of December 31, 2016 and 2015.  The fair value measurements of assets held in the SERP were based on quoted market prices. Net unrealized gains of $1.8 million, $700,000 and $2.3 million from marketable securities held in our SERP were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively.
 
Derivatives

Our derivatives were measured at fair value on a recurring basis using Level 2 inputs as of December 31, 2016 and 2015.  See "Note 5 - Derivative Instruments" for additional information on our derivatives, including a description of our foreign currency hedging activities and related methodologies used to manage foreign currency exchange rate risk. The fair value measurements of our derivatives were based on market prices that are generally observable for similar assets or liabilities at commonly quoted intervals.

Other Financial Instruments

The carrying values and estimated fair values of our debt instruments as of December 31, 2016 and 2015 were as follows (in millions):
 
 
December 31, 2016
 
December 31, 2015
 
 
Carrying
Value
 
Estimated
  Fair
Value
 
Carrying
Value
 
Estimated
  Fair
Value
 
 
 
 
 
 
 
 
 
8.50% Senior notes due 2019
 
$
480.2

 
$
485.0

 
$
566.4

 
$
510.2

6.875% Senior notes due 2020
 
735.9

 
727.5

 
990.9

 
850.5

4.70% Senior notes due 2021
 
674.4

 
658.9

 
1,476.7

 
1,254.0

3.00% Exchangeable senior notes due 2024 (1)
 
604.3

 
874.7

 

 

4.50% Senior notes due 2024
 
618.6

 
536.0

 
619.7

 
417.4

5.20% Senior notes due 2025
 
662.8

 
582.3

 
692.5

 
505.2

7.20% Debentures due 2027
 
149.2

 
138.7

 
149.1

 
133.5

7.875% Senior notes due 2040
 
378.3

 
270.6

 
379.8

 
244.0

5.75% Senior notes due 2044
 
970.8

 
728.0

 
993.5

 
707.1

Total 
 
$
5,274.5

 
$
5,001.7

 
$
5,868.6

 
$
4,621.9



 (1)  
Our 2024 Convertible Notes were issued with a conversion feature. The 2024 Convertible Notes were separated into their liability and equity components on our consolidated balance sheet. The equity component was initially recorded to additional paid-in capital and as a debt discount, which will be amortized to interest expense. Excluding the unamortized discount, the carrying value of the 2024 Convertible Notes was $830.1 million as of December 31, 2016. See "Note 4 - Debt" for additional information on this issuance.

The estimated fair values of our senior notes and debentures were determined using quoted market prices. The decline in the carrying value of long-term debt instruments from December 31, 2015 to December 31, 2016 is primarily due to debt repurchases as discussed in "Note 4 - Debt". The estimated fair values of our cash and cash equivalents, short-term investments, receivables, trade payables and other liabilities approximated their carrying values as of December 31, 2016 and 2015.
Property And Equipment
Property And Equipment
PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2016 and 2015 consisted of the following (in millions):
 
 
2016
 
2015
Drilling rigs and equipment
 
$
11,067.4

 
$
11,001.8

Other
 
180.8

 
180.0

Work in progress
 
1,744.3

 
1,537.6

 
 
$
12,992.5

 
$
12,719.4


 
Work in progress as of December 31, 2016 primarily consisted of $1.1 billion related to the construction of ultra-deepwater drillships ENSCO DS-9 and ENSCO DS-10, $415.4 million related to the construction of ENSCO 140 and ENSCO 141 premium jackup rigs and $85.2 million related to the construction of ENSCO 123, an ultra-premium harsh environment jackup rig. ENSCO DS-9, ENSCO 140 and ENSCO 141 have been delivered by their respective shipyards but not yet placed into service as of December 31, 2016.

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

Impairment of Long-Lived Assets

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

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

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

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

In instances where we applied a market approach, the fair value was based on unobservable third-party estimated prices that would be received in exchange for the assets in an orderly transaction between market participants. We validated all third-party estimated prices using our forecasts of economic returns for the respective rigs or other market data.

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

The carrying value of our long-term debt as of December 31, 2016 and 2015 consisted of the following (in millions):
 
 
2016
 
2015
8.50% Senior notes due 2019
 
$
480.2

 
$
566.4

6.875% Senior notes due 2020
 
735.9

 
990.9

4.70% Senior notes due 2021
 
674.4

 
1,476.7

3.00% Exchangeable senior notes due 2024
 
604.3

 

4.50% Senior notes due 2024
 
618.6

 
619.7

5.20% Senior notes due 2025
 
662.8

 
692.5

7.20% Senior notes due 2027
 
149.2

 
149.1

7.875% Senior notes due 2040
 
378.3

 
379.8

5.75% Senior notes due 2044
 
970.8

 
993.5

Total Debt
 
5,274.5

 
5,868.6

Less current maturities
 
(331.9
)
 

Total long-term debt
 
$
4,942.6

 
$
5,868.6



 Convertible Senior Notes
 
     In December 2016, Ensco Jersey Finance Limited, a wholly-owned subsidiary of Ensco plc, issued $849.5 million aggregate principal amount of unsecured 2024 Convertible Notes in a private offering. The 2024 Convertible Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Ensco plc and are exchangeable into cash, our Class A ordinary shares or a combination thereof, at our election. Interest on the 2024 Convertible Notes is payable semiannually on January 31 and July 31 of each year commencing on July 31, 2017. The 2024 Convertible Notes will mature on January 31, 2024, unless exchanged, redeemed or repurchased in accordance with their terms prior to such date. Holders may exchange their 2024 Convertible Notes at their option any time prior to July 31, 2023 only under certain circumstances set forth in the indenture governing the 2024 Convertible Notes. On or after July 31, 2023, holders may exchange their 2024 Convertible Notes at any time, regardless of the foregoing circumstances. The initial exchange rate is 71.3343 shares per $1,000 principal amount of notes, representing an initial exchange price of $14.02 per share, and is subject to adjustment upon certain events. The 2024 Convertible Notes may not be redeemed by us except in the event of certain tax law changes. The total net proceeds from this offering, including issuance costs accrued as of December 31, 2016, were $822.8 million.

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

If a fundamental change (as defined in the indenture for the 2024 Convertible Notes) occurs, holders of the 2024 Convertible Notes may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding the repurchase date.
 
Upon conversion of the 2024 Convertible Notes, holders will receive cash, our Class A ordinary shares, or a combination thereof, at our election. Our intent is to settle the principal amount of the 2024 Convertible Notes in cash upon conversion. If the conversion value exceeds the principal amount (i.e., our share price exceeds the exchange price on the date of conversion), we expect to deliver shares equal to our conversion obligation in excess of the principal amount. During each respective reporting period that our average share price exceeds the exchange price, an assumed number of shares required to settle the conversion obligation in excess of the principal amount will be included in the denominator for our computation of diluted EPS using the treasury stock method. See "Note 1 - Description of the Business and Summary of Significant Accounting Policies" for additional information regarding the impact to our EPS.

The 2024 Convertible Notes were separated into their liability and equity components and included in long-term debt and additional paid-in capital on our consolidated balance sheet, respectively. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not include an associated conversion feature. The carrying amount of the equity component representing the conversion feature was determined by deducting the fair value of the liability component from the principal amount of the 2024 Convertible Notes. The difference between the carrying amount of the liability and the principal amount is amortized to interest expense over the term of the 2024 Convertible Notes using the effective interest method and, together with the coupon interest, results in an effective interest rate of approximately 8% per annum. The equity component is not remeasured if we continue to meet certain conditions for equity classification.

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

As of December 31, 2016, the 2024 Convertible Notes consist of the following (in millions):
Liability component:
 
 
Principal
 
$
849.5

Less: Unamortized debt discount and issuance costs
 
(245.2
)
Net carrying amount
 
$
604.3

Equity component, net
 
$
220.0


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

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

Senior Notes

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

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

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

Upon consummation of the Pride acquisition during 2011, we assumed outstanding debt comprised of $900.0 million aggregate principal amount of unsecured 6.875% senior notes due 2020$500.0 million aggregate principal amount of unsecured 8.5% senior notes due 2019 and $300.0 million aggregate principal amount of unsecured 7.875% senior notes due 2040 (collectively, the "Acquired Notes" and together with the 2021 Notes, 2024 Notes, 2025 Notes and 2044 Notes, the "Senior Notes").  Ensco plc has fully and unconditionally guaranteed the performance of all Pride obligations with respect to the Acquired Notes.  See "Note 15 - Guarantee of Registered Securities" for additional information on the guarantee of the Acquired Notes. 
   
We may redeem the 2024 Notes, 2025 Notes and 2044 Notes in whole, at any time or in part from time to time, prior to maturity. If we elect to redeem the 2024 Notes and 2025 Notes before the date that is three months prior to the maturity date or the 2044 Notes before the date that is six months prior to the maturity date, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and a "make-whole" premium. If we elect to redeem the 2024 Notes, 2025 Notes or 2044 Notes on or after the aforementioned dates, we will pay an amount equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest but we are not required to pay a "make-whole" premium.

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

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

Debentures Due 2027

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

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

 Tender Offers and Open Market Repurchases
 
During 2016, we launched cash tender offers (the "Tender Offers") to repurchase up to $750 million aggregate purchase price of our outstanding debt. We received tenders totaling $860.7 million for an aggregate purchase price of $622.3 million. We used cash on hand to settle the tendered debt.

Additionally during 2016, we repurchased on the open market $269.9 million of our outstanding debt for an aggregate purchase price of $241.6 million.

Our tender offers and open market repurchases during the year ended December 31, 2016 were as follows (in millions, except percentages):
 
Aggregate Principal Amount Repurchased
 
Aggregate Repurchase Price
 
Discount %
8.50% Senior notes due 2019
$
62.0

 
$
55.7

 
10.2
%
6.875% Senior notes due 2020
219.2

 
181.5

 
17.2
%
4.70% Senior notes due 2021
817.0

 
609.0

 
25.5
%
4.50% Senior notes due 2024
1.7

 
0.9

 
47.1
%
5.20% Senior notes due 2025
30.7

 
16.8

 
45.3
%
Total
$
1,130.6

 
$
863.9

 
23.6
%

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

 Debt to Equity Exchange

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

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

 
Aggregate Principal Amount Repurchased
 
8% Senior notes due 2024 Consideration
 
Cash
Consideration
(1)
 
Total Consideration
8.50% Senior notes due 2019
$
145.8

 
$
81.6

 
$
81.7

 
$
163.3

6.875% Senior notes due 2020
129.8

 
69.3

 
69.4

 
138.7

4.70% Senior notes due 2021
373.9

 
181.1

 
181.4

 
362.5

Total
$
649.5

 
$
332.0

 
$
332.5


$
664.5


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

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

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

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

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

Revolving Credit    

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

Advances under the Credit Facility bear interest at Base Rate or LIBOR plus an applicable margin rate, depending on our credit ratings. We are required to pay a quarterly commitment fee on the undrawn portion of the $2.25 billion commitment, which is also based on our credit ratings.

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

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

As of December 31, 2016, we were in compliance in all material respects with our covenants under the Credit Facility. We expect to remain in compliance with our Credit Facility covenants during 2017. We had no amounts outstanding under the Credit Facility as of December 31, 2016 and 2015.

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

Maturities

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

 
Original Principal
 
2016 Tenders and Repurchases
 
2016 Debt to Equity Exchange
 
Principal Outstanding at December 31, 2016(1)
 
2017 Exchange Offers(2)
 
Remaining Principal
8.50% Senior notes due 2019
$
500.0

 
$
(62.0
)
 
$

 
$
438.0

 
$
(145.8
)
 
$
292.2

6.875% Senior notes due 2020
900.0

 
(219.2
)
 

 
680.8

 
(129.8
)
 
551.0

4.70% Senior notes due 2021
1,500.0

 
(817.0
)
 

 
683.0

 
(373.9
)
 
309.1

3.00% Senior notes due 2024
849.5

 

 

 
849.5

 

 
849.5

4.50% Senior notes due 2024
625.0

 
(1.7
)
 

 
623.3

 

 
623.3

8.00% Senior notes due 2024

 

 

 

 
332.0

 
332.0

5.20% Senior notes due 2025
700.0

 
(30.7
)
 

 
669.3

 

 
669.3

7.20% Senior notes due 2027
150.0

 

 

 
150.0

 

 
150.0

7.875% Senior notes due 2040
300.0

 

 

 
300.0

 

 
300.0

5.75% Senior notes due 2044
1,025.0

 

 
(24.5
)
 
1,000.5

 

 
1,000.5

Total
$
6,549.5

 
$
(1,130.6
)
 
$
(24.5
)
 
$
5,394.4

 
$
(317.5
)
 
$
5,076.9


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

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

Interest Expense

Interest expense totaled $228.8 million, $216.3 million and $161.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, which was net of interest amounts capitalized of $45.7 million, $87.4 million and $78.2 million in connection with newbuild rig construction and other capital projects.
Derivative Instruments
Derivative Instruments
DERIVATIVE INSTRUMENTS
   
We use derivatives to reduce our exposure to various market risks, primarily foreign currency exchange rate risk. We maintain a foreign currency exchange rate risk management strategy that utilizes derivatives to reduce our exposure to unanticipated fluctuations in earnings and cash flows caused by changes in foreign currency exchange rates. We mitigate our credit risk relating to the counterparties of our derivatives by transacting with multiple, high-quality financial institutions, thereby limiting exposure to individual counterparties, and by entering into International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, which include provisions for a legally enforceable master netting agreement, with our derivative counterparties. See "Note 14 - Supplemental Financial Information" for additional information on the mitigation of credit risk relating to counterparties of our derivatives. We do not enter into derivatives for trading or other speculative purposes.
 
All derivatives were recorded on our consolidated balance sheets at fair value. Derivatives subject to legally enforceable master netting agreements were not offset on our consolidated balance sheets. Accounting for the gains and losses resulting from changes in the fair value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. See "Note 1 - Description of the Business and Summary of Significant Accounting Policies" for additional information on our accounting policy for derivatives and "Note 2 - Fair Value Measurements" for additional information on the fair value measurement of our derivatives.
 
As of December 31, 2016 and 2015, our consolidated balance sheets included net foreign currency derivative liabilities of $8.8 million and $19.7 million, respectively.  All of our derivatives mature within the next 18 months.  

Derivatives recorded at fair value on our consolidated balance sheets as of December 31, 2016 and 2015 consisted of the following (in millions):
 
Derivative Assets
 
Derivative Liabilities
 
2016
 
2015
 
2016
 
2015
Derivatives Designated as Hedging Instruments
 

 
 

 
 

 
 

Foreign currency forward contracts - current(1)
$
4.1

 
$
.6

 
$
11.4

 
$
20.7

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

 
.2

 
.8

 
1.5

 
4.3

 
.8

 
12.2

 
22.2

Derivatives not Designated as Hedging Instruments
 

 
 

 
 

 
 

Foreign currency forward contracts - current(1)
.4

 
2.6

 
1.3

 
.9

 
.4

 
2.6

 
1.3

 
.9

Total
$
4.7

 
$
3.4

 
$
13.5

 
$
23.1


(1) 
Derivative assets and liabilities that have maturity dates equal to or less than 12 months from the respective balance sheet dates were included in other current assets and accrued liabilities and other, respectively, on our consolidated balance sheets. 

(2) 
Derivative assets and liabilities that have maturity dates greater than 12 months from the respective balance sheet dates were included in other assets, net, and other liabilities, respectively, on our consolidated balance sheets.

We utilize cash flow hedges to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk associated with contract drilling expenses and capital expenditures denominated in various currencies.  As of December 31, 2016, we had cash flow hedges outstanding to exchange an aggregate $180.9 million for various foreign currencies, including $82.2 million for British pounds, $38.4 million for Australian dollars, $28.3 million for euros, $19.4 million for Brazilian reais, $9.1 million for Singapore dollars and $3.5 million for other currencies.

Gains and losses, net of tax, on derivatives designated as cash flow hedges included in our consolidated statements of operations and comprehensive income for each of the years in the three-year period ended December 31, 2016 were as follows (in millions):
 
Loss Recognized in Other Comprehensive
Income ("OCI")
on Derivatives
  (Effective Portion)  
 
(Loss) Gain Reclassified from
 AOCI into Income
(Effective Portion)(1)
 
Gain (Loss) Recognized
in Income on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)(2)
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
Interest rate lock contracts(3) 
$

 
$

 
$

 
$
(.2
)
 
$
(.6
)
 
$
(.4
)
 
$

 
$

 
$

Foreign currency forward contracts(4)
(5.4
)
 
(23.6
)
 
(11.7
)
 
(12.2
)
 
(21.6
)
 
1.3

 
1.9

 
(.1
)
 
(.7
)
Total
$
(5.4
)
 
$
(23.6
)
 
$
(11.7
)
 
$
(12.4
)
 
$
(22.2
)
 
$
.9

 
$
1.9

 
$
(.1
)
 
$
(.7
)
 
(1)
Changes in the fair value of cash flow hedges are recorded in AOCI.  Amounts recorded in AOCI associated with cash flow hedges are subsequently reclassified into contract drilling, depreciation or interest expense as earnings are affected by the underlying hedged forecasted transaction.

(2) 
Gains and losses recognized in income for ineffectiveness and amounts excluded from effectiveness testing were included in other, net, in our consolidated statements of operations.

(3) 
Losses on interest rate lock derivatives reclassified from AOCI into income (effective portion) were included in interest expense, net, in our consolidated statements of operations.

(4) 
During the year ended December 31, 2016, $13.1 million of losses were reclassified from AOCI into contract drilling expense and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended December 31, 2015, $22.5 million of losses were reclassified from AOCI into contract drilling expense and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations. During the year ended December 31, 2014, $400,000 of gains were reclassified from AOCI into contract drilling and $900,000 of gains were reclassified from AOCI into depreciation expense in our consolidated statement of operations.

We have net assets and liabilities denominated in numerous foreign currencies and use various methods to manage our exposure to foreign currency exchange rate risk. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. We occasionally enter into derivatives that hedge the fair value of recognized foreign currency denominated assets or liabilities but do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of December 31, 2016, we held derivatives not designated as hedging instruments to exchange an aggregate $136.2 million for various foreign currencies, including $79.5 million for euros, $13.5 million for Swiss francs, $22.9 million for Indonesian rupiah, $11.3 million for British pounds and $9.0 million for other currencies.

Net losses of $7.0 million, $17.3 million and $24.8 million associated with our derivatives not designated as hedging instruments were included in other, net, in our consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively.

As of December 31, 2016, the estimated amount of net losses associated with derivatives, net of tax, that will be reclassified to earnings during the next 12 months was as follows (in millions):

Net unrealized losses to be reclassified to contract drilling expense
 
$
(5.0
)
Net realized gains to be reclassified to depreciation expense
 
.9

Net realized losses to be reclassified to interest expense
 
(.4
)
Net losses to be reclassified to earnings
 
$
(4.5
)
Shareholders' Equity
Shareholders' Equity
SHAREHOLDERS' EQUITY
 
Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2016 was as follows (in millions):
 
 Shares 
 
 
Par Value 
 
 
Additional
Paid-in
Capital

 
Retained
Earnings

 
AOCI 
 
 
Treasury
Shares  

 
Noncontrolling
Interest

BALANCE, December 31, 2013
239.6

 
$
24.1

 
$
5,467.2

 
$
7,327.3

 
$
18.2

 
$
(45.2
)
 
$
7.3

Net (loss) income

 

 

 
(3,902.6
)
 

 

 
14.1

Dividends paid

 

 

 
(704.3
)
 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 
(13.5
)
Shares issued under share-based compensation plans, net
1.0

 
.1

 
.4

 

 

 
(.1
)
 

Tax benefit from share-based compensation

 

 
1.2

 

 

 

 

Repurchase of shares

 

 

 

 

 
(13.7
)
 

Share-based compensation cost

 

 
48.7

 

 

 

 

Net other comprehensive loss

 

 

 

 
(6.3
)
 

 

BALANCE, December 31, 2014
240.6

 
24.2

 
5,517.5

 
2,720.4

 
11.9

 
(59.0
)
 
7.9

Net (loss) income

 

 

 
(1,594.8
)
 

 

 
8.9

Dividends paid

 

 

 
(140.3
)
 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 
(12.5
)
Shares issued under share-based compensation plans, net
2.3

 
.2

 

 

 

 
(.2
)
 

Tax expense on share-based compensation

 

 
(2.4
)
 

 

 

 

Repurchase of shares

 

 

 

 

 
(4.6
)
 

Share-based compensation cost

 

 
39.4

 

 

 

 

Net other comprehensive income

 

 

 

 
.6

 

 

BALANCE, December 31, 2015
242.9

 
24.4

 
5,554.5

 
985.3

 
12.5

 
(63.8
)
 
4.3

Net income

 

 

 
890.2

 

 

 
6.9

Dividends paid

 

 

 
(11.4
)
 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 
(7.8
)
Contributions from noncontrolling interests

 

 

 

 

 

 
1.0

Equity issuance
65.6

 
6.5

 
579.0

 

 

 

 

Equity for debt exchange
1.8

 
.2

 
14.8

 

 

 

 

Equity component of convertible senior notes issuance, net

 

 
220.0

 

 

 

 

Tax expense on share-based compensation

 

 
(3.4
)
 

 

 

 

Repurchase of shares

 

 

 

 

 
(2.0
)
 

Share-based compensation cost

 

 
37.3

 

 

 

 

Net other comprehensive income

 

 

 

 
6.5

 

 

BALANCE, December 31, 2016
310.3

 
$
31.1

 
$
6,402.2

 
$
1,864.1

 
$
19.0

 
$
(65.8
)
 
$
4.4



    

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

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

As a U.K. company governed in part by the Companies Act, we cannot issue new shares (other than in limited circumstances) without being authorized by our shareholders. At our last annual general meeting, our shareholders authorized the allotment of 78.5 million Class A ordinary shares (or 157.1 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue) for a period up to the conclusion of our 2017 annual general meeting (or, if earlier, at the close of business on August 23, 2017). As of December 31, 2016, there had been 2.0 million shares issued under this authority.

Under English law, we are only able to declare dividends and return funds to our shareholders out of the accumulated distributable reserves on our statutory balance sheet. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and other factors and restrictions our Board of Directors deems relevant. There can be no assurance that we will pay a dividend in the future.
    During 2013, our shareholders approved a share repurchase program. Subject to certain provisions under English law, including the requirement of Ensco plc to have sufficient distributable reserves, we may repurchase up to a maximum of $2.0 billion in the aggregate under the program, but in no case more than 35.0 million shares. The program terminates during 2018. As of December 31, 2016, there had been no share repurchases under this program.
Benefit Plans
Benefit Plans
BENEFIT PLANS
 
Our shareholders approved the 2012 Long-Term Incentive Plan (the “2012 LTIP”) effective January 1, 2012, to provide for the issuance of non-vested share awards, share option awards and performance awards (collectively "awards"). Under the 2012 LTIP, as amended, 27.5 million shares were reserved for issuance as awards to officers, non-employee directors and key employees who are in a position to contribute materially to our growth, development and long-term success. As of December 31, 2016, there were 16.0 million shares available for issuance as awards under the 2012 LTIP. Awards may be satisfied by newly issued shares, including shares held by a subsidiary or affiliated entity, or by delivery of shares held in an affiliated employee benefit trust at the Company's discretion.

Non-Vested Share Awards and Units
 
Grants of non-vested share awards and non-vested share units (including certain share units to be settled in cash, collectively the "share awards") generally vest at rates of 20% or 33% per year, as determined by a committee or subcommittee of the Board of Directors at the time of grant. During 2016, we granted 3.4 million non-vested share units to our employees pursuant to the 2012 Long-Term Incentive Plan, which will be settled in cash upon vesting, and an additional 1.1 million non-vested share awards that will be settled in shares. Our non-vested share awards have voting and dividend rights effective on the date of grant, and our non-vested share units have dividend rights effective on the date of grant. Compensation expense for non-vested share awards and non-vested share units to be settled in shares is measured at fair value on the date of grant and recognized on a straight-line basis over the requisite service period (usually the vesting period). Compensation expense for non-vested share units to be settled in cash is remeasured each quarter with a cumulative adjustment to compensation cost during the period based on changes in our share price. The amount of compensation cost recognized in our consolidated statement of operations is based on the share awards ultimately expected to vest and, therefore, reduced for estimated forfeitures.

The following table summarizes the share awards compensation expense recognized during each of the years in the three-year period ended December 31, 2016 (in millions):
 
2016
 
2015
 
2014
Contract drilling
$
19.9

 
$
19.5

 
$
20.9

General and administrative
16.6

 
17.8

 
20.7

Share award compensation expense included in operating expenses
36.5

 
37.3

 
41.6

Tax benefit
(5.9
)
 
(4.8
)
 
(5.1
)
Total share award compensation expense included in net income
$
30.6

 
$
32.5

 
$
36.5



The following table summarizes the value of share awards granted and vested during each of the years in the three-year period ended December 31, 2016:
 
2016
 
2015
 
2014
Weighted-average grant-date fair value of share awards granted (per share)
$
9.84

 
$
23.95

 
$
51.22

Total fair value of share awards vested during the period (in millions)
$
8.8

 
$
18.0

 
$
46.2


    
The following table summarizes share awards activity for the year ended December 31, 2016 (shares in thousands): 
 
Shares
 
Weighted-Average
Grant-Date
Fair Value
Share awards as of December 31, 2015
3,143

 
$
36.46

Granted
4,542

 
9.84

Vested
(935
)
 
40.28

Forfeited
(618
)
 
20.13

Share awards as of December 31, 2016
6,132

 
$
17.85



As of December 31, 2016, there was $84.7 million of total unrecognized compensation cost related to share awards, which is expected to be recognized over a weighted-average period of 2.0 years.

Share Option Awards

Share option awards ("options") granted to officers and employees generally become exercisable in 25% increments over a four-year period or 33% increments over a three-year period and, to the extent not exercised, expire on the seventh anniversary of the date of grant. Options granted to non-employee directors are immediately exercisable and, to the extent not exercised, expire on the seventh anniversary of the date of grant. The exercise price of options granted under the 2012 LTIP equals the market value of the underlying shares on the date of grant. As of December 31, 2016, options granted to purchase 282,233 shares with a weighted-average exercise price of $41.34 were outstanding under the 2012 LTIP and predecessor or acquired plans. No options have been granted since 2011, and there were no unrecognized compensation costs related to options as of December 31, 2016.

Performance Awards

Under the 2012 LTIP, performance awards may be issued to our senior executive officers. Performance awards granted during 2014, 2015 and 2016 are payable in Ensco shares upon attainment of specified performance goals based on relative total shareholder return ("TSR") and relative return on capital employed ("ROCE"). The performance goals are determined by a committee or subcommittee of the Board of Directors.

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

The aggregate grant-date fair value of performance awards granted during 2016, 2015 and 2014 totaled $6.1 million, $8.3 million and $7.4 million, respectively. The aggregate fair value of performance awards vested during 2016, 2015 and 2014 totaled $2.8 million, $4.6 million and $6.9 million, respectively.

During the years ended December 31, 2016, 2015 and 2014, we recognized $3.1 million, $2.9 million and $3.4 million of compensation expense for performance awards, respectively, which was included in general and administrative expense in our consolidated statements of operations.  As of December 31, 2016, there was $7.9 million of total unrecognized compensation cost related to unvested performance awards, which is expected to be recognized over a weighted-average period of 1.9 years.

Savings Plans

We have profit sharing plans (the "Ensco Savings Plan," the "Ensco Multinational Savings Plan" and the "Ensco Limited Retirement Plan"), which cover eligible employees, as defined within each plan.  The Ensco Savings Plan includes a 401(k) savings plan feature, which allows eligible employees to make tax-deferred contributions to the plan.  The Ensco Limited Retirement Plan also allows eligible employees to make tax-deferred contributions to the plan. Contributions made to the Ensco Multinational Savings Plan may or may not qualify for tax deferral based on each plan participant's local tax requirements.
 
We generally make matching cash contributions to the plans.  We match 100% of the amount contributed by the employee up to a maximum of 5% of eligible salary. Matching contributions totaled $16.7 million, $18.9 million and $20.7 million for the years ended December 31, 2016, 2015 and 2014, respectively.  Any additional discretionary contributions made into the plans require approval of the Board of Directors and are generally paid in cash.  We recorded additional discretionary contribution provisions of $19.2 million, $27.5 million and $30.7 million for the years ended December 31, 2016, 2015 and 2014, respectively.  Matching contributions and additional discretionary contributions become vested in 33% increments upon completion of each initial year of service with all contributions becoming fully vested subsequent to achievement of three or more years of service.  We have 1.0 million shares reserved for issuance as matching contributions under the Ensco Savings Plan.
Goodwill
Goodwill and Other Intangible Assets and Liabilities
GOODWILL

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

At the beginning of 2015, our goodwill balance was $276.1 million, net of accumulated impairment of $2,997.9 million. During 2015, we recorded non-cash losses on impairment of $192.6 million and $83.5 million for the Jackups and Floaters reporting units, respectively, which were included in loss on impairment in our consolidated statement of operations. During 2014, we recorded a non-cash loss on impairment of $2,997.9 million for the Floaters reporting unit, which was included in loss on impairment in our consolidated statement of operations.

As part of our annual goodwill impairment test, beginning in 2014, we considered the decline in Brent crude oil prices, which resulted in significant capital spending reductions by our customers and resulted in the deterioration of our forecasted day rates and utilization. Additionally, during the latter half of 2014 and into 2015, our stock price declined significantly from above $50 in early 2014 down to $35 at the end of 2014 and ending 2015 below $15.
    
We considered the deterioration in our forecasted day rates and utilization, the sustained decline in our stock price and our asset impairment charges on certain rigs, and we concluded it was more-likely-than-not that the fair values of our reporting units were less than their carrying amounts.

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

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

The income approach was based on a discounted cash flow model, which utilized present values of cash flows to estimate fair value and was based on unobservable inputs that require significant judgments for which there is limited information. The future cash flows were projected based on our estimates of future day rates, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted day rates and utilization took into account market conditions and our anticipated business outlook, both of which were impacted by the adverse changes in the business environment. The day rates reflected contracted rates during the respective contracted periods and our estimate of market day rates in uncontracted periods. The forecasted market day rates were depressed in the near term but were forecasted to grow in the longer-term and terminal period.

Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, adjusted for an estimated inflation factor. Capital requirements in the discounted cash flow model were based on our estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements included cash outflows for new rig construction and cash outflows to maintain the current operating condition of our rigs through their remaining useful lives.
    
A terminal period was used to reflect our estimate of stable, perpetual growth. The terminal period reflected a growth rate of 3.0%, which included an estimated inflation factor. The future cash flows were discounted using a market-participant risk-adjusted weighted-average cost of capital of 11.5% and 11.0% for the assessments performed at December 31, 2015 and December 31, 2014, respectively. These assumptions were derived from unobservable inputs and reflect our judgments and assumptions.

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

We compared the estimated fair value of each reporting unit to the fair values of all assets and liabilities within the respective reporting unit to calculate the implied fair value of goodwill and recorded an impairment to goodwill for the difference. All of our goodwill was impaired as of December 31, 2015.
Income Taxes
Income Taxes
INCOME TAXES

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

The following table summarizes components of our provision for income taxes from continuing operations for each of the years in the three-year period ended December 31, 2016 (in millions):
 
2016
 
2015
 
2014
Current income tax (benefit) expense:
 

 
 

 
 

U.S.
$
(6.6
)
 
$
18.7

 
$
114.8

Non-U.S.
86.4

 
125.4

 
149.2

 
79.8

 
144.1

 
264.0

Deferred income tax expense (benefit):
 

 
 

 
 

U.S.
15.9

 
(180.4
)
 
(86.7
)
Non-U.S.
12.8

 
22.4

 
(36.8
)
 
28.7

 
(158.0
)
 
(123.5
)
Total income tax expense (benefit)
$
108.5

 
$
(13.9
)
 
$
140.5


    
Deferred Taxes

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

Net operating loss carryforwards
 
$
197.9

 
$
228.7

Foreign tax credits
 
91.7

 
84.1

Premiums on long-term debt
 
57.4

 
86.0

Deferred revenue
 
55.7

 
77.7

Employee benefits, including share-based compensation
 
30.6

 
40.5

Other
 
32.5

 
20.5

Total deferred tax assets
 
465.8

 
537.5

Valuation allowance
 
(238.8
)
 
(266.4
)
Net deferred tax assets
 
227.0

 
271.1

Deferred tax liabilities:
 
 

 
 

Property and equipment
 
(103.3
)
 
(97.1
)
Intercompany transfers of property
 
(18.9
)
 
(21.2
)
Deferred costs
 
(11.4
)
 
(15.3
)
Other
 
(23.6
)
 
(25.8
)
Total deferred tax liabilities
 
(157.2
)
 
(159.4
)
Net deferred tax asset
 
$
69.8

 
$
111.7


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

As of December 31, 2016, we had deferred tax assets of $91.7 million for U.S. foreign tax credits (“FTC”) and $197.9 million related to $802.1 million of net operating loss (“NOL”) carryforwards, which can be used to reduce our income taxes payable in future years.  The FTC expire between 2022 and 2036.  NOL carryforwards, which were generated in various jurisdictions worldwide, include $406.9 million that do not expire and $395.2 million that will expire, if not utilized, beginning in 2017 through 2026.  Due to the uncertainty of realization, we have a $221.7 million valuation allowance on FTC and NOL carryforwards.
 
Effective Tax Rate

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

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

Our consolidated effective income tax rate on continuing operations for each of the years in the three-year period ended December 31, 2016, differs from the U.K. statutory income tax rate as follows:
 
2016
 
2015
 
2014
U.K. statutory income tax rate
20.0
 %
 
20.2
 %
 
21.5
 %
Non-U.K. taxes
(7.9
)
 
(12.3
)
 
(1.3
)
Debt repurchases
(4.1
)
 

 

Goodwill and asset impairments

 
(4.0
)
 
(25.3
)
Valuation allowance
2.6

 
(1.5
)
 
(1.1
)
Other
.3

 
(1.5
)
 
.7

Effective income tax rate
10.9
 %
 
.9
 %
 
(5.5
)%


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

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

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

Excluding the impact of the aforementioned discrete tax items, our consolidated effective income tax rates for the years ended December 31, 2016, 2015 and 2014 were 20.3%, 16.0% and 10.7%, respectively. The changes in our consolidated effective income tax rate excluding discrete tax items during the three-year period result primarily from changes in the relative components of our earnings from the various taxing jurisdictions in which our drilling rigs are operated and/or owned and differences in tax rates in such taxing jurisdictions.

Unrecognized Tax Benefits

Our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information.  As of December 31, 2016, we had $122.0 million of unrecognized tax benefits, of which $116.3 million was included in other liabilities on our consolidated balance sheet and the remaining $5.7 million, which is associated with a tax position taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets. As of December 31, 2015, we had $140.6 million of unrecognized tax benefits, of which $119.3 million was included in other liabilities on our consolidated balance sheet and the remaining $21.3 million, which is associated with a tax position taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets. If recognized, $108.6 million of the $122.0 million unrecognized tax benefits as of December 31, 2016 would impact our consolidated effective income tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2016 and 2015 is as follows (in millions):
 
 
2016
 
2015
Balance, beginning of year
 
$
140.6

 
$
134.4

Settlements with taxing authorities
 
(27.6
)
 
(.6
)
   Decreases in unrecognized tax benefits as a result
      of tax positions taken during prior years
 
(.5
)
 
(2.1
)
Lapse of applicable statutes of limitations
 
(.2
)
 
(5.6
)
   Increases in unrecognized tax benefits as a result
      of tax positions taken during prior years
 
4.9

 
15.7

   Increases in unrecognized tax benefits as a result
      of tax positions taken during the current year
 
7.6

 
6.6

Impact of foreign currency exchange rates
 
(2.8
)
 
(7.8
)
Balance, end of year
 
$
122.0

 
$
140.6


   
Accrued interest and penalties totaled $26.6 million and $30.4 million as of December 31, 2016 and 2015, respectively, and were included in other liabilities on our consolidated balance sheets. We recognized a net benefit of $3.8 million and a net expense of $3.9 million and $9.2 million associated with interest and penalties during the years ended December 31, 2016, 2015 and 2014, respectively. Interest and penalties are included in current income tax expense in our consolidated statements of operations.
 
Our 2011 and subsequent years U.S. Federal tax returns remain subject to examination. Tax years as early as 2005 remain subject to examination in the other major tax jurisdictions in which we operated.

Statutes of limitations applicable to certain of our tax positions lapsed during 2016, 2015 and 2014, resulting in net income tax benefits, inclusive of interest and penalties, of $0.6 million, $7.6 million and $2.4 million, respectively.
  
Absent the commencement of examinations by tax authorities, statutes of limitations applicable to certain of our tax positions will lapse during 2017.  Therefore, it is reasonably possible that our unrecognized tax benefits will decline during the next 12 months by $1.1 million, inclusive of $0.7 million of accrued interest and penalties, of which up to $1.1 million would impact our consolidated effective income tax rate if recognized.

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

As of December 31, 2016 and 2015, the unamortized balance associated with deferred charges for income taxes incurred in connection with intercompany transfers of drilling rigs totaled $33.0 million and $37.1 million, respectively, and was included in other assets, net, on our consolidated balance sheets. Current income tax expense for the years ended December 31, 2016, 2015 and 2014 included $4.1 million, $2.6 million and $2.6 million, respectively, of amortization of income taxes incurred in connection with intercompany transfers of drilling rigs.
 
As of December 31, 2016 and 2015, the unamortized balance associated with the deferred tax liability for reversing temporary differences of transferred drilling rigs totaled $18.9 million and $21.2 million, respectively, and was included in other liabilities on our consolidated balance sheets.  Deferred income tax benefit for the years ended December 31, 2016, 2015 and 2014 included benefits of $2.3 million, $1.8 million and $1.8 million, respectively, of amortization of deferred reversing temporary differences associated with intercompany transfers of drilling rigs.
 
Undistributed Earnings
    
Dividend income received by Ensco plc from its subsidiaries is exempt from U.K. taxation. We do not provide deferred taxes on undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Each of the subsidiaries for which we maintain such policy has sufficient net assets, liquidity, contract backlog and/or other financial resources available to meet operational and capital investment requirements, which allows us to continue to maintain our policy of reinvesting the undistributed earnings indefinitely.

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

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

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

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

During 2014, we committed to a plan to sell six floaters and two jackups. ENSCO 5000, ENSCO 5001, ENSCO 5002, ENSCO 6000, ENSCO 7500, ENSCO DS-2, ENSCO 58 and ENSCO 90 were removed from our portfolio of rigs marketed for contract drilling services and were classified as held-for-sale. The operating results for these rigs and any related gain or loss on sale were included in income (loss) from discontinued operations, net, in our consolidated statements of operations. ENSCO 7500 and ENSCO 90 continue to be actively marketed for sale and were classified as held-for-sale on our December 31, 2016 consolidated balance sheet.

The following rig sales were included in discontinued operations during the three-year period ended December 31, 2016 (in millions):
Rig