ENSCO PLC, 10-Q filed on 4/26/2018
Quarterly Report
v3.8.0.1
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2018
Apr. 19, 2018
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q1  
Entity Registrant Name Ensco plc  
Entity Central Index Key 0000314808  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Common Shares, Shares Outstanding   437,107,546
v3.8.0.1
Condensed Consolidated Statements Of Income - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Income Statement [Abstract]    
OPERATING REVENUES $ 417.0 $ 471.1
OPERATING EXPENSES    
Contract drilling (exclusive of depreciation) 325.2 278.1
Depreciation 115.2 109.2
General and administrative 27.9 26.0
Total operating expenses 468.3 413.3
OPERATING INCOME (LOSS) (51.3) 57.8
OTHER INCOME (EXPENSE)    
Interest income 3.0 7.2
Interest expense, net (65.6) (58.6)
Other, net (8.1) (6.3)
Other income (expense), net (70.7) (57.7)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (122.0) 0.1
PROVISION FOR INCOME TAXES    
Current income tax expense 7.1 4.3
Deferred income tax expense 11.3 19.8
Total provision for income taxes 18.4 24.1
LOSS FROM CONTINUING OPERATIONS (140.4) (24.0)
LOSS FROM DISCONTINUED OPERATIONS, NET (0.1) (0.6)
NET LOSS (140.5) (24.6)
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 0.4 (1.1)
NET LOSS ATTRIBUTABLE TO ENSCO $ (140.1) $ (25.7)
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED    
Income (Loss) from Continuing Operations, Per Basic and Diluted Share $ (0.32) $ (0.09)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic and Diluted Share 0.00 0.00
Loss Per Share, Basic and Diluted $ (0.32) $ (0.09)
NET LOSS ATTRIBUTABLE TO ENSCO SHARES - BASIC AND DILUTED $ (140.2) $ (25.8)
WEIGHTED-AVERAGE SHARES OUTSTANDING    
Weighted Average Number of Shares Outstanding, Basic and Diluted 433.6 300.6
Common Stock, Dividends, Per Share, Cash Paid $ 0.01 $ 0.01
v3.8.0.1
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Statement of Comprehensive Income [Abstract]    
NET LOSS $ (140.5) $ (24.6)
OTHER COMPREHENSIVE (LOSS) INCOME, NET    
Net change in fair value of derivatives 2.7 3.1
Reclassification of net (gains) losses on derivative instruments from other comprehensive income into net income (2.2) 0.9
Other (0.1) 0.5
NET OTHER COMPREHENSIVE INCOME 0.4 4.5
COMPREHENSIVE LOSS (140.1) (20.1)
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 0.4 (1.1)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO $ (139.7) $ (21.2)
v3.8.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash and cash equivalents $ 465.4 $ 445.4
Short-term Investments 399.0 440.0
Accounts receivable, net 304.1 345.4
Other 410.2 381.2
Total current assets 1,578.7 1,612.0
PROPERTY AND EQUIPMENT, AT COST 15,408.3 15,332.1
Less accumulated depreciation 2,573.5 2,458.4
Property and equipment, net 12,834.8 12,873.7
OTHER ASSETS, NET 120.2 140.2
TOTAL ASSETS 14,533.7 14,625.9
CURRENT LIABILITIES    
Accounts payable - trade 251.5 432.6
Accrued liabilities and other 321.8 325.9
Total current liabilities 573.3 758.5
LONG-TERM DEBT 4,987.3 4,750.7
OTHER LIABILITIES 382.0 386.7
COMMITMENTS AND CONTINGENCIES
ENSCO SHAREHOLDERS' EQUITY    
Additional paid-in capital 7,202.4 7,195.0
Retained earnings 1,387.4 1,532.7
Accumulated other comprehensive income 29.0 28.6
Treasury shares, at cost (70.0) (69.0)
Total Ensco shareholders' equity 8,593.6 8,732.1
NONCONTROLLING INTERESTS (2.5) (2.1)
Total equity 8,591.1 8,730.0
Total liabilities and shareholders' equity 14,533.7 14,625.9
Class A ordinary shares, U.S. [Member]    
ENSCO SHAREHOLDERS' EQUITY    
Common shares, value 44.7 44.7
Common Class B, Par Value In GBP [Member]    
ENSCO SHAREHOLDERS' EQUITY    
Common shares, value $ 0.1 $ 0.1
v3.8.0.1
Condensed Consolidated Balance Sheets (Parenthetical)
Mar. 31, 2018
£ / shares
shares
Mar. 31, 2018
$ / shares
shares
Dec. 31, 2017
£ / shares
shares
Dec. 31, 2017
$ / shares
shares
Treasury shares, shares held (in shares) 9,900,000 9,900,000 11,100,000 11,100,000
Class A ordinary shares, U.S. [Member]        
Common stock, par value per share (in dollars per share or pounds sterling per share) | $ / shares   $ 0.1   $ 0.10
Common shares, shares issued (in shares) 447,100,000 447,100,000 447,100,000 447,100,000
Common Class B, Par Value In GBP [Member]        
Common stock, par value per share (in dollars per share or pounds sterling per share) | £ / shares £ 1   £ 1  
Common shares, shares authorized (in shares) 50,000 50,000 50,000 50,000
Common shares, shares issued (in shares) 50,000 50,000 50,000 50,000
v3.8.0.1
Condensed Consolidated Statements Of Cash Flows - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
OPERATING ACTIVITIES    
Net loss $ (140.5) $ (24.6)
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:    
Depreciation expense 115.2 109.2
Loss on debt extinguishment 18.8 3.4
Amortization, net (16.8) (19.0)
Gain on bargain purchase (16.6) 0.0
Deferred income tax expense 11.3 19.8
Share-based compensation expense 8.4 11.3
Other (2.1) (6.1)
Changes in operating assets and liabilities 61.8 10.6
Net cash provided by operating activities of continuing operations 39.5 104.6
INVESTING ACTIVITIES    
Maturities of short-term investments 390.0 602.0
Purchases of short-term investments (349.0) (965.0)
Additions to property and equipment (269.3) (282.6)
Other 0.1 0.2
Net cash used in investing activities of continuing operations (228.2) (645.4)
FINANCING ACTIVITIES    
Proceeds from Issuance of senior notes 1,000.0 0.0
Reduction of long-term borrowings (771.0) (336.6)
Debt financing costs (16.8) (4.5)
Cash dividends paid (4.5) (3.2)
Other (1.2) (2.4)
Net cash provided by (used in) financing activities 206.5 (346.7)
DISCONTINUED OPERATIONS    
Net cash provided by (used in) discontinued operations 2.5 (0.6)
Effect of exchange rate changes on cash and cash equivalents (0.3) 0.1
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20.0 (888.0)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 445.4 1,159.7
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 465.4 $ 271.7
v3.8.0.1
Unaudited Condensed Consolidated Financial Statements
3 Months Ended
Mar. 31, 2018
Unaudited Condensed Consolidated Financial Statements [Abstract]  
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Financial Statements
 
We prepared the accompanying condensed consolidated financial statements of Ensco plc and subsidiaries (the "Company," "Ensco," "our," "we" or "us") in accordance with accounting principles generally accepted in the United States of America ("GAAP"), pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") included in the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial information included in this report is unaudited but, in our opinion, includes all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The December 31, 2017 condensed consolidated balance sheet data was derived from our 2017 audited consolidated financial statements, but does not include all disclosures required by GAAP. The preparation of our condensed consolidated financial statements 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.
 
The financial data for the quarters ended March 31, 2018 and 2017 included herein have been subjected to a limited review by KPMG LLP, our independent registered public accounting firm. The accompanying independent registered public accounting firm's review report is not a report within the meaning of Sections 7 and 11 of the Securities Act, and the independent registered public accounting firm's liability under Section 11 does not extend to it.
 
Results of operations for the quarter ended March 31, 2018 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2018. We recommend these condensed consolidated financial statements be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 27, 2018.

New Accounting Pronouncements
    
In February 2018, the Financial Accounting Standards Board (the "FASB") issued Update 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income ("Update 2018-02"), which allows for a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. We adopted Update 2018-02 effective January 1, 2018. As a result, we reclassified a total of $800,000 in tax effects from AOCI to opening retained earnings.
    
In August 2017, the FASB issued Update 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("Update 2017-12"), which will make more hedging strategies eligible for hedge accounting. It also amends presentation and disclosure requirements and changes how companies assess effectiveness. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that Update 2017-12 will have on our consolidated financial statements and related disclosures.

During 2016, the FASB issued Update 2016-02, Leases (Topic 842) ("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. During our evaluation of Update 2016-02, we concluded that our drilling contracts contain a lease component. In January 2018, the FASB issued a Proposed Accounting Standard Update to provide targeted improvements to Update 2016-02, which (1) provides for a new transition method whereby entities may elect to adopt the Update using a prospective with cumulative catch-up approach and (2) provides lessors with a practical expedient to not separate non-lease components from the related lease components, by class of underlying asset. On March 28, 2018, the FASB held a meeting to approve certain additional amendments to Update 2016-02, including a revision to the practical expedient that would allow a lessor to account for the combined lease and non-lease components under Topic 606 when the non-lease component is the predominant element of the combined component. Depending on the criteria included in the final Update, this practical expedient may be available to us. As a result of the pending content of the final Update, we are not yet able to determine what, if any, impact our adoption will have on our revenue recognition patterns and related disclosures. 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.
During 2014, the FASB issued Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("Update 2014-09"), which requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Update 2014-09 is effective for annual and interim periods for fiscal years beginning after December 15, 2017. We adopted Update 2014-09 effective January 1, 2018 using the modified retrospective approach. Only customer contracts that were not completed as of the effective adoption date were evaluated under the transition guidance to determine if a cumulative catch-up adjustment to retained earnings was warranted. Revenues recognized in prior years for customer contracts that expired prior to the effective adoption date continue to be reported under the previous revenue recognition guidance. Our adoption of Update 2014-09 did not result in a cumulative effect on retained earnings and no adjustments were made to prior periods. While Update 2014-09 requires additional disclosure regarding revenues recognized from customer contracts, our adoption did not have a material impact on the recognition of current or prior period revenues as compared to previous guidance nor do we expect a material impact to our pattern of revenue recognition in future periods. See "Note 2 - Revenue from Contracts with Customers" for additional information.
v3.8.0.1
Revenue Recognition (Notes)
3 Months Ended
Mar. 31, 2018
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer
Revenue from Contracts with Customers
 
We provide drilling services on a day rate contract basis. Under day rate contracts, we provide an integrated service that includes the provision of a drilling rig and rig crews for which we receive a daily rate that may vary between the full rate and zero rate throughout the duration of the contractual term, depending on the operations of the rig. We also may receive lump-sum fees or similar compensation for the mobilization, demobilization and capital upgrades of our rigs. 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.

Our integrated drilling service provided under each drilling contract is a single performance obligation satisfied over time and comprised of a series of distinct time increments, or service periods. Total revenue is determined for each individual drilling contract by estimating both fixed and variable consideration expected to be earned over the contract term. Fixed consideration generally relates to activities such as mobilization, demobilization and capital upgrades of our rigs that are not distinct within the context of our contracts and is recognized on a straight-line basis over the contract term. Variable consideration generally relates to distinct service periods during the contract term and is recognized in the period when the services are performed.

The amount estimated for variable consideration is only recognized as revenue to the extent that it is probable that a significant reversal will not occur during the contract term. We have applied the optional exemption afforded in Update 2014-09 and have not disclosed the variable consideration related to our estimated future day rate revenues. The remaining duration of our drilling contracts based on those in place as of March 31, 2018 was between approximately one month and five years.

Day Rate Drilling Revenue

Our drilling contracts provide for payment on a day rate basis and include a rate schedule with higher rates for periods when the drilling unit is operating and lower rates or zero rates for periods when drilling operations are interrupted or restricted. The day rate invoiced to the customer is determined based on the varying rates applicable to specific activities performed on an hourly basis. Day rate consideration is allocated to the distinct hourly increment to which it relates within the contract term and is generally recognized consistent with the contractual rate invoiced for the services provided during the respective period. Invoices are typically billed to our customers on a monthly basis and payment terms on customer invoices typically range 30 - 45 days.

Certain of our contracts contain performance incentives whereby we may earn a bonus based on pre-established performance criteria. Such incentives are generally based on our performance over individual monthly time periods or individual wells. Consideration related to performance bonus is generally recognized in the specific time period to which the performance criteria was attributed.

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 whereby our performance obligation is satisfied, the termination fee can be reasonably measured and collection is probable.
 
Mobilization / Demobilization Revenue

In connection with certain 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 prior to commencement of drilling operations are recorded as a contract liability and amortized on a straight-line basis over the contract term. Demobilization fees expected to be received upon contract completion are estimated at contract inception and recognized on a straight-line basis over the contract term. In some cases, demobilization fees may be contingent upon the occurrence or non-occurrence of a future event. In such cases, this may result in cumulative-effect adjustments to demobilization revenues upon changes in our estimates of future events during the contract term.
 
Capital Upgrade / Contract Preparation Revenue

In connection with certain contracts, we receive lump-sum fees or similar compensation for requested capital upgrades to our drilling rigs or for other contract preparation work. Fees received are recorded as a contract liability and amortized on a straight-line basis over the contract term to operating revenues. Costs incurred for capital upgrades are capitalized and depreciated over the useful life of the asset.

Contract Assets and Liabilities

Contract assets and liabilities are presented net on our condensed consolidated balance sheet on a contract-by-contract basis. Current contract assets and liabilities are included in other current assets and accrued liabilities and other, respectively, and noncurrent contract assets and liabilities are included in other assets, net, and other liabilities, respectively, on our condensed consolidated balance sheets.

Contract assets represent amounts previously recognized as revenue but for which the right to invoice the customer is dependent upon our future performance. Once the previously recognized revenue is invoiced, the corresponding contract asset, or a portion thereof, is transferred to accounts receivable. Contract liabilities generally represent fees received for mobilization or capital upgrades.

The following table summarizes our trade receivables, contract assets and contract liabilities (in millions):
 
March 31, 2018
 
December 31, 2017
Current contract assets
$
3.7


$
3.0

Noncurrent contract assets
$
1.5


$
2.8

Current contract liabilities (deferred revenue)
$
78.0

 
$
71.9

Noncurrent contract liabilities (deferred revenue)
$
42.1

 
$
51.2

Significant changes in contract assets and liabilities during the period are as follows (in millions):
 
Contract Assets
 
Contract Liabilities
Balance as of December 31, 2017
$
5.8

 
$
123.1

Increase due to cash received

 
24.6

Decrease due to amortization of deferred revenue that was included in the beginning contract liability balance

 
(24.8
)
Decrease due to amortization of deferred revenue that was added during the period

 
(2.8
)
Decrease due to transfer to receivables during the period
(0.6
)
 
 
Balance as of March 31, 2018
$
5.2

 
$
120.1



Deferred Contract Costs

Costs incurred for upfront rig mobilizations and certain contract preparation are attributable to our future performance obligation under each respective drilling contract. Such costs are deferred and amortized on a straight-line basis over the contract term. Demobilization 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 contract costs were included in other current assets and other assets, net, on our condensed consolidated balance sheets and totaled $44.5 million and $40.6 million as of March 31, 2018 and December 31, 2017, respectively. During the three months ended March 31, 2018 and 2017, amortization of such costs totaled $6.8 million and $6.6 million, respectively.

Deferred Certification Costs

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 on a straight-line basis over the corresponding certification periods. Deferred regulatory certification and compliance costs were included in other current assets and other assets, net, on our condensed consolidated balance sheets and totaled $14.6 million and $15.3 million as of March 31, 2018 and December 31, 2017, respectively. During the three months ended March 31, 2018 and 2017, amortization of such costs totaled $3.1 million and $3.1 million, respectively.    

Future Amortization of Contract Liabilities and Deferred Costs

Our contract liabilities and deferred costs are amortized on a straight-line basis over the contract term or corresponding certification period to operating revenues and contract drilling expense, respectively. Expected future amortization of our contract liabilities and deferred costs recorded as of March 31, 2018 is set forth in the table below (in millions):

 
Remaining
2018
 
2019
 
2020
 
2021 and Thereafter
 
Total
Amortization of contract liabilities
$
59.9

 
$
50.7

 
$
6.2

 
$
3.3

 
$
120.1

Amortization of deferred costs
$
32.2

 
$
19.7

 
$
5.2

 
$
2.0

 
$
59.1

v3.8.0.1
Acquisition Of Atwood (Notes)
3 Months Ended
Mar. 31, 2018
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acquisition of Atwood
    
On October 6, 2017 (the "Merger Date"), we completed a merger transaction (the "Merger") with Atwood Oceanics, Inc. ("Atwood") and Echo Merger Sub, LLC, our wholly-owned subsidiary. Assets acquired and liabilities assumed in the Merger were recorded at their estimated fair values as of the Merger Date under the acquisition method of accounting. When the fair value of the net assets acquired exceeds the consideration transferred in an acquisition, the difference is recorded as a bargain purchase gain in the period in which the transaction occurs. We have not finalized the fair values of assets acquired and liabilities assumed; therefore, the fair value estimates set forth below are subject to adjustment during a one-year measurement period subsequent to the Merger Date. The estimated fair values of certain assets and liabilities including inventory, long-lived assets and contingencies require judgments and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.

Assets Acquired and Liabilities Assumed

The provisional amounts and respective measurement period adjustments recorded for assets acquired and liabilities assumed are based on preliminary estimates of their fair values as of the Merger Date and were as follows (in millions):
 
Amounts Recognized as of Merger Date
 
Measurement Period Adjustments (1)
 
Estimated Fair Value
Assets:
 
 
 
 
 
Cash and cash equivalents(2)
$
445.4

 
$

 
$
445.4

Accounts receivable(3)
62.3

 

 
62.3

Other current assets
118.1

 
6.9

 
125.0

Property and equipment
1,762.0

 
6.9

 
1,768.9

Other assets
23.7

 
0.2

 
23.9

Liabilities:
 
 
 
 
 
Accounts payable and accrued liabilities
64.9

 
(2.6
)
 
62.3

Other liabilities
118.7

 

 
118.7

Net assets acquired
2,227.9

 
16.6

 
2,244.5

Less:
 
 
 
 
 
Merger consideration
(781.8
)
 
 
 
(781.8
)
Repayment of Atwood debt
(1,305.9
)
 
 
 
(1,305.9
)
Bargain purchase gain
$
140.2

 
 
 
$
156.8


(1)  
The measurement period adjustments reflect changes in the estimated fair values of certain assets and liabilities, primarily related to inventory, capital equipment and accrued non-income tax liabilities. The measurement period adjustments were recorded to reflect new information obtained about facts and circumstances existing as of the Merger Date and did not result from subsequent intervening events. These adjustments were recorded as a $16.6 million increase to bargain purchase gain within current period earnings, which is included in other, net, in our condensed consolidated statement of operations for the three month period ended March 31, 2018.
(2)  
Upon closing of the Merger, we utilized acquired cash of $445.4 million and cash on hand from the liquidation of short-term investments to repay Atwood's debt and accrued interest of $1.3 billion.
(3) Gross contractual amounts receivable totaled $64.7 million as of the Merger Date.

Bargain Purchase Gain

The estimated fair values assigned to assets acquired net of liabilities assumed exceeded the consideration transferred, resulting in a bargain purchase gain primarily due to depressed offshore drilling company valuations. Market capitalizations across the offshore drilling industry have declined significantly since mid-2014 due to the decline in commodity prices and the related imbalance of supply and demand for drilling rigs. The resulting bargain purchase gain was further driven by the decline in our share price from $6.70 to $5.83 between the last trading day prior to the announcement of the Merger and the Merger Date.

Intangible Assets and Liabilities

We recorded intangible assets totaling $33.3 million representing the estimated fair value of Atwood's firm drilling contracts in place at the Merger Date with favorable contract terms compared to then-market day rates for comparable drilling rigs.

Operating revenues were net of $1.5 million of asset amortization during the quarter ended March 31, 2018. The remaining balance of $15.7 million was included in other current assets and other assets, net, on our condensed consolidated balance sheet as of March 31, 2018. These balances will be amortized to operating revenues over the respective remaining drilling contract terms on a straight-line basis. Amortization for these intangible assets is estimated to be $9.9 million and $5.8 million during the remainder of 2018 and full year 2019, respectively.

We recorded intangible liabilities of $60.0 million for the estimated fair value of unfavorable drillship construction contracts, which were determined by comparing the firm obligations for the remaining construction of ENSCO DS-13 and ENSCO DS-14 to the estimated current market rates for the construction of a comparable drilling rig. The liabilities will be amortized over the estimated life of ENSCO DS-13 and ENSCO DS-14 as a reduction of depreciation expense beginning on the date the rig is placed into service.
v3.8.0.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2018
Fair Value Disclosures [Abstract]  
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 (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 March 31, 2018
 
 
 

 
 

 
 

Supplemental executive retirement plan assets 
$
30.1

 
$

 
$

 
$
30.1

Derivatives, net 

 
5.8

 

 
5.8

Total financial assets
$
30.1

 
$
5.8

 
$

 
$
35.9

 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 

 
 

 
 

Supplemental executive retirement plan assets
$
30.9

 
$

 
$

 
$
30.9

Derivatives, net 

 
6.8

 

 
6.8

Total financial assets
$
30.9

 
$
6.8

 
$

 
$
37.7



Supplemental Executive Retirement Plan Assets
 
Our supplemental executive retirement plans (the "SERP") are non-qualified plans that provide eligible employees an opportunity to defer a portion of their compensation for use after retirement. Assets held in the SERP were marketable securities measured at fair value on a recurring basis using Level 1 inputs and were included in other assets, net, on our condensed consolidated balance sheets. The fair value measurement of assets held in the SERP was based on quoted market prices.
 
Derivatives
 
Our derivatives were measured at fair value on a recurring basis using Level 2 inputs. See "Note 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 measurement of our derivatives was 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 were as follows (in millions):
 
March 31,
2018
 
December 31,
2017
 
Carrying Value  
 
Estimated Fair Value  
 
Carrying Value  
 
Estimated Fair Value  
8.50% senior notes due 2019(1)
$

 
$

 
$
251.4

 
$
252.9

6.875% senior notes due 2020
129.6

 
128.6

 
477.9

 
473.1

4.70% senior notes due 2021
112.5

 
110.8

 
267.1

 
265.3

3.00% exchangeable senior notes due 2024(2)
643.3

 
683.8

 
635.7

 
757.1

4.50% senior notes due 2024
619.4

 
501.6

 
619.3

 
527.1

8.00% senior notes due 2024
337.7

 
320.9

 
337.9

 
333.8

5.20% senior notes due 2025
663.8

 
545.8

 
663.6

 
571.4

7.75% senior notes due 2026
983.4

 
923.4

 

 

7.20% debentures due 2027
149.2

 
134.2

 
149.3

 
141.9

7.875% senior notes due 2040
376.3

 
256.1

 
376.7

 
258.8

5.75% senior notes due 2044
972.1

 
687.6

 
971.8

 
690.4

Total
$
4,987.3

 
$
4,292.8

 
$
4,750.7

 
$
4,271.8



(1) 
Our senior notes due 2019 were redeemed in full in February 2018. See "Note 8 - Debt" for additional information.

(2) 
Our exchangeable senior notes due 2024 (the "2024 Convertible Notes") were issued with a conversion feature. The 2024 Convertible Notes were separated into their liability and equity components on our condensed consolidated balance sheet. The equity component was initially recorded to additional paid-in capital and as a debt discount that will be amortized to interest expense over the life of the instrument. Excluding the unamortized discount, the carrying value of the 2024 Convertible Notes was $834.6 million as of March 31, 2018.

The estimated fair values of our senior notes and debentures were determined using quoted market prices.

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 March 31, 2018 and December 31, 2017. Our short-term investments consisted of time deposits with initial maturities in excess of three months but less than one year as of each respective balance sheet date.
v3.8.0.1
Derivative Instruments
3 Months Ended
Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Derivative Instruments
    
Our functional currency is the U.S. dollar. As is customary in the oil and gas industry, a majority of our revenues are denominated in U.S. dollars; however, a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than the U.S. dollar. These transactions are remeasured in U.S. dollars based on a combination of both current and historical exchange rates. We use foreign currency forward contracts to reduce our exposure to various market risks, primarily foreign currency exchange rate risk.
 
All of our derivatives were recorded on our condensed consolidated balance sheets at fair value. Derivatives subject to legally enforceable master netting agreements were not offset in our condensed consolidated balance sheets. Accounting for the gains and losses resulting from changes in the fair value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting.  Net assets of $5.8 million and $6.8 million associated with our derivatives were included on our condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, respectively.  All of our derivatives mature during the next 18 months.  See "Note 4 - Fair Value Measurements" for additional information on the fair value measurement of our derivatives.
 
Derivatives recorded at fair value on our condensed consolidated balance sheets consisted of the following (in millions):
 
Derivative Assets
 
Derivative Liabilities
 
March 31,
2018
 
December 31,
2017
 
March 31,
2018
 
December 31,
2017
Derivatives Designated as Hedging Instruments
 
 
 

 
 

 
 

Foreign currency forward contracts - current(1)
$
6.1

 
$
5.9

 
$
.8

 
$
.2

Foreign currency forward contracts - non-current(2)
.5

 
.5

 
.2

 
.1

 
6.6

 
6.4

 
1.0

 
.3

Derivatives Not Designated as Hedging Instruments
 
 
 

 
 

 
 

Foreign currency forward contracts - current(1)
1.0

 
.9

 
.8

 
.2

 
1.0

 
.9

 
.8

 
.2

Total
$
7.6

 
$
7.3

 
$
1.8

 
$
.5

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

(2) 
Derivative assets and liabilities that have maturity dates greater than twelve months from the respective balance sheet date were included in other assets, net, and other liabilities, respectively, on our condensed consolidated balance sheets.
 
We utilize cash flow hedges to hedge forecasted foreign currency denominated transactions, primarily to reduce our exposure to foreign currency exchange rate risk associated with contract drilling expenses and capital expenditures denominated in various currencies. As of March 31, 2018, we had cash flow hedges outstanding to exchange an aggregate $186.3 million for various foreign currencies, including $81.9 million for British pounds, $54.7 million for Australian dollars, $21.3 million for euros, $15.2 million for Brazilian reals, $12.5 million for Singapore dollars and $0.7 million for other currencies.

Gains and losses, net of tax, on derivatives designated as cash flow hedges included in our condensed consolidated statements of operations and comprehensive income (loss) for the quarters ended March 31, 2018 and 2017 were as follows (in millions):

 
Gain Recognized in Other Comprehensive Income ("OCI") (Effective Portion)  
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income ("AOCI") into Income (Effective Portion)(1)
 
Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)(2)
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Interest rate lock contracts(3)
$

 
$

 
$
(.1
)
 
$
(.1
)
 
$

 
$

Foreign currency forward contracts(4)
2.7

 
3.1

 
2.3

 
(.8
)
 
(.2
)
 
.1

Total
$
2.7

 
$
3.1

 
$
2.2

 
$
(.9
)
 
$
(.2
)
 
$
.1



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

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

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

(4) 
During the first quarter of 2018, $2.1 million of gains were reclassified from AOCI into contract drilling expense and $0.2 million of gains were reclassified from AOCI into depreciation expense in our condensed consolidated statement of operations. During the prior year quarter, $1.0 million of losses were reclassified from AOCI into contract drilling expense and $0.2 million of gains were reclassified from AOCI into depreciation expense in our condensed consolidated statement of operations.

We have net assets and liabilities denominated in numerous foreign currencies and use various methods to manage our exposure to foreign currency exchange rate risk. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. We occasionally enter into derivatives that hedge the fair value of recognized foreign currency denominated assets or liabilities but do not designate such derivatives as hedging instruments. In these situations, a natural hedging relationship generally exists whereby changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. As of March 31, 2018, we held derivatives not designated as hedging instruments to exchange an aggregate $133.9 million for various foreign currencies, including $101.3 million for euros, $15.2 million for Australian dollars, $8.7 million for British pounds, $7.1 million for Singapore dollars and $1.6 million for other currencies.
     
Net gains of $1.8 million and $500,000 associated with our derivatives not designated as hedging instruments were included in other, net, in our condensed consolidated statements of operations for the quarters ended March 31, 2018 and 2017, respectively.

As of March 31, 2018, the estimated amount of net gains associated with derivative instruments, net of tax, that would be reclassified into earnings during the next twelve months totaled $4.1 million.
v3.8.0.1
Noncontrolling Interests (Notes)
3 Months Ended
Mar. 31, 2018
Noncontrolling Interest [Abstract]  
Noncontrolling Interests
Noncontrolling Interests

Third parties hold a noncontrolling ownership interest in certain of our non-U.S. subsidiaries. Noncontrolling interests are classified as equity on our condensed consolidated balance sheets, and net income attributable to noncontrolling interests is presented separately in our condensed consolidated statements of operations.
    
Loss from continuing operations attributable to Ensco for the quarters ended March 31, 2018 and 2017 was as follows (in millions):
 
2018
 
2017
Loss from continuing operations
$
(140.4
)
 
$
(24.0
)
(Income) loss from continuing operations attributable to noncontrolling interests
.4

 
(1.1
)
Loss from continuing operations attributable to Ensco
$
(140.0
)
 
$
(25.1
)
v3.8.0.1
Earnings Per Share
3 Months Ended
Mar. 31, 2018
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share
 
We compute basic and diluted earnings per share ("EPS") in accordance with the two-class method. Net income attributable to Ensco used in our computations of basic and diluted EPS is adjusted to exclude net income allocated to non-vested shares granted to our employees and non-employee directors. Weighted-average shares outstanding used in our computation of diluted EPS is calculated using the treasury stock method and excludes non-vested shares.
    
The following table is a reconciliation of income from continuing operations attributable to Ensco shares used in our basic and diluted EPS computations for the quarters ended March 31, 2018 and 2017 (in millions):
 
2018
 
2017
Loss from continuing operations attributable to Ensco
$
(140.0
)
 
$
(25.1
)
Income from continuing operations allocated to non-vested share awards
(.1
)
 
(.1
)
Loss from continuing operations attributable to Ensco shares
$
(140.1
)
 
$
(25.2
)
 
Anti-dilutive share awards totaling 1.7 million and 1.4 million were excluded from the computation of diluted EPS for the quarters ended March 31, 2018 and 2017, respectively.

We have the option to settle our 2024 Convertible 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 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 quarter ended March 31, 2018.
v3.8.0.1
Debt
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
Debt
Debt

Senior Notes

On January 26, 2018, we issued $1.0 billion aggregate principal amount of unsecured 7.75% senior notes due 2026 at par (the "2026 Notes"). Interest on the 2026 Notes is payable semiannually on February 1 and August 1 of each year commencing August 1, 2018.

Tender Offers and Redemption

Concurrent with the issuance of the 2026 Notes in January 2018, we launched cash tender offers for up to $985.0 million aggregate principal amount of certain series of our senior notes issued by us and Pride International LLC, our wholly-owned subsidiary. The tender offers expired February 7, 2018, and we repurchased $182.6 million of our 8.50% senior notes due 2019, $256.6 million of our 6.875% senior notes due 2020 and $156.2 million of our 4.70% senior notes due 2021. Subsequently, we issued a redemption notice for the remaining outstanding $55.0 million principal amount of the 8.50% senior notes due 2019 and repurchased $71.4 million principal amount of our senior notes due 2020.





The following table sets forth the total principal amounts repurchased as a result of the tender offers, redemption and repurchase (in millions):
 
 
Aggregate Principal Amount Repurchased
 
Aggregate Repurchase Price(1)
8.50% senior notes due 2019
 
$
237.6

 
$
256.8

6.875% senior notes due 2020
 
328.0

 
354.5

4.70% senior notes due 2021
 
156.2

 
159.7

Total
 
$
721.8

 
$
771.0



(1) 
Excludes accrued interest paid to holders of the repurchased senior notes.

During the first quarter of 2018, we recognized a pre-tax loss from debt extinguishment of $18.8 million, net of discounts, premiums, debt issuance costs and commissions.

Maturities

Following the January 2018 debt offering, repurchases and redemption, our only debt maturities until 2024 are $122.9 million during 2020 and $113.5 million during 2021.

Revolving Credit

We have a $2.0 billion senior unsecured revolving credit facility (the "Credit Facility") with a syndicate of banks to be used for general corporate purposes. Our borrowing capacity is $2.0 billion through September 2019 and declines to $1.3 billion through September 2020 and to $1.2 billion through September 2022. The credit agreement governing the Credit Facility includes an accordion feature allowing us to increase the commitments expiring in September 2022 up to an aggregate amount not to exceed $1.5 billion.

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 $2.0 billion commitment, which is also based on our credit rating.

In January 2018, Moody's downgraded our senior unsecured bond credit rating from B2 to B3. The rating actions resulted in an increase to the interest rates applicable to our borrowings and the quarterly commitment fee on the undrawn portion of the $2.0 billion commitment. The applicable margin rates are 3.00% per annum for Base Rate advances and 4.00% per annum for LIBOR advances. The quarterly commitment fee is 0.75% per annum on the undrawn portion of the $2.0 billion commitment. 

The Credit Facility requires us to maintain a total debt to total capitalization ratio that is less than or equal to 60% and to provide guarantees from certain of our rig-owning subsidiaries sufficient to meet certain guarantee coverage ratios. The Credit Facility also contains customary restrictive covenants, including, among others, prohibitions on creating, incurring or assuming certain debt and liens (subject to customary exceptions, including a permitted lien basket that permits us to raise secured debt up to the lesser of $750 million or 10% of consolidated tangible net worth (as defined in the Credit Facility)); 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; paying or distributing dividends on our ordinary shares (subject to certain exceptions, including the ability to continue paying a quarterly dividend of $0.01 per share); borrowings, if after giving effect to such borrowings and the application of the proceeds thereof, the aggregate amount of available cash (as defined in the Credit Facility) would exceed $150 million; and entering into certain transactions with affiliates.

The Credit Facility also includes a covenant restricting our ability to repay indebtedness maturing after September 2022, which is the final maturity date of the Credit Facility. This covenant is subject to certain exceptions that permit us to manage our balance sheet, including the ability to make repayments of indebtedness (i) of acquired companies within 90 days of the completion of the acquisition or (ii) if, after giving effect to such repayments, available cash is greater than $250 million and there are no amounts outstanding under the Credit Facility.

As of March 31, 2018, we were in compliance in all material respects with our covenants under the Credit Facility. We had no amounts outstanding under the Credit Facility as of March 31, 2018 and December 31, 2017.

Our access to credit and capital markets depends on the credit ratings assigned to our debt. As a result of recent rating actions, 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.
v3.8.0.1
Income Taxes
3 Months Ended
Mar. 31, 2018
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]  
Income Taxes
Income Taxes

Historically, we calculated our provision for income taxes during interim reporting periods by applying the estimated annual effective tax rate for the full fiscal year to pre-tax income or loss, excluding discrete items, for the reporting period. We determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate of income taxes for the quarter ended March 31, 2018. We used a discrete effective tax rate method to calculate income taxes for the quarter ended March 31, 2018. We will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted.

Discrete income tax benefit for the quarter ended March 31, 2018 was $8.9 million and was primarily attributable to U.S. tax reform and a restructuring transaction, partially offset by discrete tax expense related to the repurchase and redemption of senior notes and unrecognized tax benefits associated with tax positions taken in prior years. Discrete income tax expense for the quarter ended March 31, 2017 was $7.6 million and was primarily attributable to unrecognized tax benefits associated with tax positions taken in prior years.

U.S. Tax Reform

The U.S. Tax Cuts and Jobs Act (“U.S. tax reform”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law, including a reduction in the statutory income tax rate from 35% to 21% effective January 1, 2018, a one-time transition tax on deemed repatriation of deferred foreign income, a base erosion anti-abuse tax that effectively imposes a minimum tax on certain payments to non-U.S. affiliates, new and revised rules relating to the current taxation of certain income of foreign subsidiaries and revised rules associated with limitations on the deduction of interest.

Due to the timing of the enactment of U.S. tax reform and the complexity involved in applying its provisions, we made reasonable estimates of its effects and recorded such amounts in our consolidated financial statements as of December 31, 2017 on a provisional basis. As we continue to analyze applicable information and data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others, we may make adjustments to the provisional amounts throughout the one-year measurement period as provided by Staff Accounting Bulletin No. 118. Our accounting for the enactment of U.S. tax reform will be completed during 2018, and any adjustments we recognize could be material. The ongoing impact of U.S. tax reform may result in an increase in our consolidated effective income tax rate in future periods.

We recognized a net tax benefit of $4.6 million during the first quarter of 2018 associated with the one-time transition tax on deemed repatriation of the deferred foreign income of our U.S. subsidiaries.
v3.8.0.1
Contingencies
3 Months Ended
Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Contingencies
Contingencies
Brazil Internal Investigation

Pride International LLC, formerly Pride International, Inc. (“Pride”), a company we acquired in 2011, commenced drilling operations in Brazil in 2001. In 2008, Pride entered into a drilling services agreement with Petrobras (the "DSA") for ENSCO DS-5, a drillship ordered from Samsung Heavy Industries, a shipyard in South Korea ("SHI"). Beginning in 2006, Pride conducted periodic compliance reviews of its business with Petrobras, and, after the acquisition of Pride, Ensco conducted similar compliance reviews.

We commenced a compliance review in early 2015 after the release of media reports regarding ongoing investigations of various kickback and bribery schemes in Brazil involving Petrobras. While conducting our compliance review, we became aware of an internal audit report by Petrobras alleging irregularities in relation to the DSA. Upon learning of the Petrobras internal audit report, our Audit Committee appointed independent counsel to lead an investigation into the alleged irregularities. Further, in June and July 2015, we voluntarily contacted the SEC and the U.S. Department of Justice (the "DOJ"), respectively, to advise them of this matter and of our Audit Committee’s investigation. Independent counsel, under the direction of our Audit Committee, has substantially completed its investigation by reviewing and analyzing available documents and correspondence and interviewing current and former employees involved in the DSA negotiations and the negotiation of the ENSCO DS-5 construction contract with SHI (the "DS-5 Construction Contract").

To date, our Audit Committee has found no credible evidence that Pride or Ensco or any of their current or former employees were aware of or involved in any wrongdoing, and our Audit Committee has found no credible evidence linking Ensco or Pride to any illegal acts committed by our former marketing consultant who provided services to Pride and Ensco in connection with the DSA. We, through independent counsel, have continued to cooperate with the SEC and DOJ, including providing detailed briefings regarding our investigation and findings and responding to inquiries as they arise. We entered into a one-year tolling agreement with the DOJ that expired in December 2016. In March 2018, we extended our tolling agreement with the SEC for three months until June 2018.

Subsequent to initiating our Audit Committee investigation, Brazilian court documents connected to the prosecution of former Petrobras directors and employees as well as certain other third parties, including our former marketing consultant, referenced the alleged irregularities cited in the Petrobras internal audit report. Our former marketing consultant has entered into a plea agreement with the Brazilian authorities. On January 10, 2016, Brazilian authorities filed an indictment against a former Petrobras director. This indictment states that the former Petrobras director received bribes paid out of proceeds from a brokerage agreement entered into for purposes of intermediating a drillship construction contract between SHI and Pride, which we believe to be the DS-5 Construction Contract. The parties to the brokerage agreement were a company affiliated with a person acting on behalf of the former Petrobras director, a company affiliated with our former marketing consultant, and SHI. The indictment alleges that amounts paid by SHI under the brokerage agreement ultimately were used to pay bribes to the former Petrobras director. The indictment does not state that Pride or Ensco or any of their current or former employees were involved in the bribery scheme or had any knowledge of the bribery scheme.

On January 4, 2016, we received a notice from Petrobras declaring the DSA void effective immediately. Petrobras’ notice alleges that our former marketing consultant both received and procured improper payments from SHI for employees of Petrobras and that Pride had knowledge of this activity and assisted in the procurement of and/or facilitated these improper payments. We disagree with Petrobras’ allegations. See "DSA Dispute" below for additional information.
    
In August 2017, one of our Brazilian subsidiaries was contacted by the Office of the Attorney General for the Brazilian state of Paraná in connection with a criminal investigation procedure initiated against agents of both SHI and Pride in relation to the DSA.  The Brazilian authorities requested information regarding our compliance program and the findings of our internal investigations. We are cooperating with the Office of the Attorney General and have provided documents in response to its request.  We cannot predict the scope or ultimate outcome of this procedure or whether any other governmental authority will open an investigation into Pride’s involvement in this matter, or if a proceeding were opened, the scope or ultimate outcome of any such investigation. If the SEC or DOJ determines that violations of the Foreign Corrupt Practices Act of 1977 (the "FCPA") have occurred, or if any governmental authority determines that we have violated applicable anti-bribery laws, they could seek civil and criminal sanctions, including monetary penalties, against us, as well as changes to our business practices and compliance programs, any of which could have a material adverse effect on our business and financial condition. Although our internal investigation is substantially complete, we cannot predict whether any additional allegations will be made or whether any additional facts relevant to the investigation will be uncovered during the course of the investigation and what impact those allegations and additional facts will have on the timing or conclusions of the investigation. Our Audit Committee will examine any such additional allegations and additional facts and the circumstances surrounding them.

DSA Dispute

As described above, on January 4, 2016, Petrobras sent a notice to us declaring the DSA void effective immediately, reserving its rights and stating its intention to seek any restitution to which it may be entitled. We disagree with Petrobras’ declaration that the DSA is void. We believe that Petrobras repudiated the DSA and has therefore accepted the DSA as terminated on April 8, 2016 (the "Termination Date"). At this time, we cannot reasonably determine the validity of Petrobras' claim or the range of our potential exposure, if any. As a result, there can be no assurance as to how this dispute will ultimately be resolved.
  
We did not recognize revenue for amounts owed to us under the DSA from the beginning of the fourth quarter of 2015 through the Termination Date, as we concluded that collectability of these amounts was not reasonably assured. Additionally, our receivables from Petrobras related to the DSA from prior to the fourth quarter of 2015 are fully reserved in our condensed consolidated balance sheet as of March 31, 2018. In August 2016, we initiated arbitration proceedings in the U.K. against Petrobras seeking payment of all amounts owed to us under the DSA, in addition to any other amounts to which we are entitled, and intend to vigorously pursue our claims. Petrobras subsequently filed a counterclaim seeking restitution of certain sums paid under the DSA less value received by Petrobras under the DSA. The arbitral hearing on liability was held in March 2018, and we are awaiting the tribunal's decision. There can be no assurance as to how this arbitration proceeding will ultimately be resolved.

In November 2016, we initiated separate arbitration proceedings in the U.K. against SHI for any losses we incur in connection with the foregoing Petrobras arbitration. SHI subsequently filed a statement of defense disputing our claim. In January 2018, the arbitration tribunal for the SHI matter issued an award on liability fully in Ensco’s favor.  SHI is liable to us for $10 million or damages that we can prove.  As the losses suffered by us will depend in part on the outcome of the Petrobras arbitration described above, the amount of damages to be paid by SHI will be determined after the conclusion of the Petrobras arbitration.  We are unable to estimate the ultimate outcome of recovery for damages at this time.

  Other Matters

In addition to the foregoing, we are named defendants or parties in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

In the ordinary course of business with customers and others, we have entered into letters of credit to guarantee our performance as it relates to our drilling contracts, contract bidding, customs duties, tax appeals and other obligations in various jurisdictions. Letters of credit outstanding as of March 31, 2018 totaled $133.5 million and are issued under facilities provided by various banks and other financial institutions. Obligations under these letters of credit and surety bonds are not normally called, as we typically comply with the underlying performance requirement. As of March 31, 2018, we had not been required to make collateral deposits with respect to these agreements.
v3.8.0.1
Segment Information
3 Months Ended
Mar. 31, 2018
Segment Reporting Information, Revenue for Reportable Segment [Abstract]  
Segment Information
Segment Information
 
Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third-parties. Our two reportable segments, Floaters and Jackups, provide one service, contract drilling.
    
Segment information for the quarters ended March 31, 2018 and 2017 is presented below (in millions). General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income and were included in "Reconciling Items." We measure segment assets as property and equipment.

Three Months Ended March 31, 2018
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
259.0

 
$
143.4

 
$
14.6

 
$
417.0

 
$

 
$
417.0

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
185.1

 
126.9

 
13.2

 
325.2

 

 
325.2

Depreciation
75.3

 
36.5

 

 
111.8

 
3.4

 
115.2

General and administrative

 

 

 

 
27.9

 
27.9

Operating income (loss)
$
(1.4
)
 
$
(20.0
)
 
$
1.4

 
$
(20.0
)
 
$
(31.3
)
 
$
(51.3
)
Property and equipment, net
$
9,636.9

 
$
3,154.3

 
$

 
$
12,791.2

 
$
43.6

 
$
12,834.8


Three Months Ended March 31, 2017
 
Floaters
 
Jackups
 
Other
 
Operating Segments Total
 
Reconciling Items
 
Consolidated Total
Revenues
$
284.8

 
$
171.8

 
$
14.5

 
$
471.1

 
$

 
$
471.1

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
146.4

 
118.6

 
13.1

 
278.1

 

 
278.1

Depreciation
72.8

 
32.1

 

 
104.9

 
4.3

 
109.2

General and administrative

 

 

 

 
26.0

 
26.0

Operating income
$
65.6

 
$
21.1

 
$
1.4

 
$
88.1

 
$
(30.3
)
 
$
57.8

Property and equipment, net
$
8,534.3

 
$
2,532.4

 
$

 
$
11,066.7

 
$
54.0

 
$
11,120.7


Information about Geographic Areas    

As of March 31, 2018, the geographic distribution of our drilling rigs by reportable segment was as follows:
 
Floaters
 
Jackups
 
Total(1)
North & South America
9
 
4
 
13
Europe & Mediterranean
6
 
12
 
18
Middle East & Africa
3
 
11
 
14
Asia & Pacific Rim
5
 
8
 
13
Asia & Pacific Rim (under construction)
2
 
1
 
3
Held-for-Sale(2)
2
 
2
 
4
Total
27
 
38
 
65


(1) 
We provide management services on two rigs owned by third-parties in the U.S. Gulf of Mexico which are not included in the table above.
(2) 
Both jackups and one floater classified as held-for-sale as of March 31, 2018 were sold in April 2018.
v3.8.0.1
Supplemental Financial Information
3 Months Ended
Mar. 31, 2018
Supplemental Financial Information [Abstract]  
Supplemental Financial Information
Supplemental Financial Information

Condensed Consolidated Balance Sheet Information

Accounts receivable, net, consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Trade
$
303.1

 
$
335.4

Other
23.9

 
33.6

 
327.0

 
369.0

Allowance for doubtful accounts
(22.9
)
 
(23.6
)
 
$
304.1

 
$
345.4



Other current assets consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Inventory
$
281.9

 
$
278.8

Prepaid taxes
47.3

 
43.5

Deferred costs
38.8

 
29.7

Prepaid expenses
14.2

 
14.2

Derivative asset
7.1

 
6.8

Assets held-for-sale
5.2

 
1.5

Other
15.7

 
6.7

 
$
410.2

 
$
381.2

 
    
Other assets, net, consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Deferred costs
$
30.9

 
$
37.4

Supplemental executive retirement plan assets
30.1

 
30.9

Deferred tax assets
28.1

 
38.8

Intangible assets
14.2

 
15.7

Other
16.9

 
17.4

 
$
120.2

 
$
140.2



Accrued liabilities and other consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Personnel costs
$
95.2

 
$
112.0

Deferred revenue
78.0

 
71.9

Accrued interest
75.0

 
83.1

Taxes
58.2

 
46.4

Other
15.4

 
12.5

 
$
321.8

 
$
325.9


    
Other liabilities consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Unrecognized tax benefits (inclusive of interest and penalties)
$
182.6

 
$
178.0

Intangible liabilities
59.1

 
59.6

Deferred revenue
42.1

 
51.2

Supplemental executive retirement plan liabilities
31.1

 
32.0

Deferred tax liabilities
18.6

 
18.5

Personnel costs
18.4

 
18.1

Deferred rent
15.7

 
17.1

Other
14.4

 
12.2

 
$
382.0

 
$
386.7


 
Accumulated other comprehensive income consisted of the following (in millions):
 
March 31,
2018
 
December 31,
2017
Derivative instruments
$
23.0

 
$
22.5

Currency translation adjustment
7.8

 
7.8

Other
(1.8
)
 
(1.7
)
 
$
29.0

 
$
28.6



Concentration of Risk

We are exposed to credit risk related to our receivables from customers, our cash and cash equivalents, our short-term investments and our use of derivatives in connection with the management of foreign currency exchange rate risk. We mitigate our credit risk relating to receivables from customers, which consist primarily of major international, government-owned and independent oil and gas companies, by performing ongoing credit evaluations. We also maintain reserves for potential credit losses, which generally have been within our expectations. We mitigate our credit risk relating to cash and cash equivalents by focusing on diversification and quality of instruments. Cash equivalents consist of a portfolio of high-grade instruments. Custody of cash and cash equivalents is maintained at several well-capitalized financial institutions, and we monitor the financial condition of those financial institutions.  

We mitigate our credit risk relating to derivative counterparties through a variety of techniques, including transacting with multiple, high-quality financial institutions, thereby limiting our exposure to individual counterparties and by entering into International Swaps and Derivatives Association, Inc. ("ISDA") Master Agreements, which include provisions for a legally enforceable master netting agreement, with almost all of our derivative counterparties. The terms of the ISDA agreements may also include credit support requirements, cross default provisions, termination events or set-off provisions.  Legally enforceable master netting agreements reduce credit risk by providing protection in bankruptcy in certain circumstances and generally permitting the closeout and netting of transactions with the same counterparty upon the occurrence of certain events.  See "Note 5 - Derivative Instruments" for additional information on our derivatives.

Consolidated revenues by customer for the quarters ended March 31, 2018 and 2017 were as follows:
 
March 31,
2018
 
March 31,
2017
Total(1)
14
%
 
22
%
BP (2)
12
%
 
14
%
Petrobras(1)
12
%
 
10
%
Saudi Aramco(3)
10
%
 
9
%
Other
52
%
 
45
%
 
100
%
 
100
%


(1) 
During the quarters ended March 31, 2018 and 2017, all revenues were attributable to our Floaters segment.

(2) 
During the quarter ended March 31, 2018, 61% of the revenues provided by BP were attributable to our Floaters segment while 10% of the revenues were attributable to our Jackups segment. During the quarter ended March 31, 2017, 79% of the revenues provided by BP were attributable to our Floaters segment.

(3) 
During the quarters ended March 31, 2018 and 2017, all revenues were attributable to our Jackups segment.

Consolidated revenues by region for the quarters ended March 31, 2018 and 2017 were as follows:
 
March 31,
2018
 
March 31,
2017
Angola(1)
$
61.1

 
$
121.7

U.S. Gulf of Mexico(2)
53.6

 
44.3

Australia(3)
52.2

 
54.6

Brazil(4)
50.3

 
47.8

United Kingdom(5)
46.6

 
31.2

Saudi Arabia(5)
43.2

 
41.3

Egypt(4)
31.0

 
53.2

Other
79.0

 
77.0

 
$
417.0

 
$
471.1



(1)
During the quarters ended March 31, 2018 and 2017, 98% and 86% of the revenues earned, respectively, were attributable to our Floaters segment. The remaining revenues were attributable to our Jackups segment.

(2)
During the quarters ended March 31, 2018 and 2017, 38% and 37% of the revenues earned, respectively, were attributable to our Floaters segment and 34% and 30% of revenues earned, respectively, were attributable to our Jackups segment.

(3)
During the quarters ended March 31, 2018 and 2017, 100% and 78% of the revenues earned, respectively, were attributable to our Floaters segment. The remaining revenues were attributable our Jackups segment.

(4)     During the quarters ended March 31, 2018 and 2017, all revenues were attributable to our Floaters segment.

(5)     During the quarters ended March 31, 2018 and 2017, all revenues were attributable to our Jackups segment.
v3.8.0.1
Guarantee Of Registered Securities
3 Months Ended
Mar. 31, 2018
Guarantees [Abstract]  
Guarantee Of Registered Securities
Guarantee of Registered Securities

In connection with the Pride acquisition, Ensco plc and Pride entered into a supplemental indenture to the indenture dated as of July 1, 2004, between Pride and the Bank of New York Mellon, as indenture trustee, providing for, among other matters, the full and unconditional guarantee by Ensco plc of Pride’s 6.875% unsecured senior notes due 2020 and 7.875% unsecured senior notes due 2040, which had an aggregate outstanding principal balance of $422.9 million as of March 31, 2018. The Ensco plc guarantee provides for the unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the notes.
 
Ensco plc is also a full and unconditional guarantor of the 7.2% debentures due 2027 issued by ENSCO International Incorporated during 1997, which had an aggregate outstanding principal balance of $150.0 million as of March 31, 2018.
    
Pride and Ensco International Incorporated are 100% owned subsidiaries of Ensco plc. All guarantees are unsecured obligations of Ensco plc ranking equal in right of payment with all of its existing and future unsecured and unsubordinated indebtedness.
   
The following tables present the unaudited condensed consolidating statements of operations for the three month periods ended March 31, 2018 and 2017; the unaudited condensed consolidating statements of comprehensive income (loss) for the three month periods ended March 31, 2018 and 2017; the condensed consolidating balance sheets as of March 31, 2018 (unaudited) and December 31, 2017; and the unaudited condensed consolidating statements of cash flows for the three month periods ended March 31, 2018 and 2017, in accordance with Rule 3-10 of Regulation S-X.

ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2018
(in millions)
(Unaudited)

 
Ensco plc
 
ENSCO International Incorporated
 
Pride International LLC
 
Other Non-Guarantor Subsidiaries of Ensco
 
Consolidating Adjustments
 
Total
OPERATING REVENUES
$
12.3

 
$
40.3

 
$

 
$
443.5

 
$
(79.1
)
 
$
417.0

OPERATING EXPENSES
 
 
 
 
 
 
 
 
 
 
 
Contract drilling (exclusive of depreciation)
13.4

 
36.6

 

 
354.3

 
(79.1
)
 
325.2

Depreciation

 
3.5

 

 
111.7

 

 
115.2

General and administrative
10.2

 
.2

 

 
17.5

 

 
27.9

OPERATING LOSS
(11.3
)
 




(40.0
)



(51.3
)
OTHER INCOME (EXPENSE), NET
5.6

 
(28.0
)
 
(30.3
)
 
(33.4
)
 
15.4

 
(70.7
)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(5.7
)
 
(28.0
)

(30.3
)

(73.4
)

15.4


(122.0
)
INCOME TAX PROVISION

 
4.3

 

 
14.1

 

 
18.4

DISCONTINUED OPERATIONS, NET

 

 

 
(.1
)
 

 
(.1
)
EQUITY IN EARNINGS (LOSSES) OF AFFILIATES, NET OF TAX
(134.4
)
 
20.8

 
23.4

 

 
90.2

 

NET LOSS
(140.1
)

(11.5
)

(6.9
)

(87.6
)

105.6


(140.5
)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 
.4

 

 
.4

NET LOSS ATTRIBUTABLE TO ENSCO
$
(140.1
)
 
$
(11.5
)

$
(6.9
)

$
(87.2
)

$
105.6


$
(140.1
)
ENSCO PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2017
(in millions)
(Unaudited)

 
Ensco plc
 
ENSCO International Incorporated
 
Pride International LLC
 
Other Non-Guarantor Subsidiaries of Ensco
 
Consolidating Adjustments
 
Total
OPERATING REVENUES
$
12.7

 
$
46.0

 
$

 
$
500.7

 
$
(88.3
)
 
$
471.1

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

 


Contract drilling (exclusive of depreciation)
11.3

 
42.0

 

 
313.1

 
(88.3
)
 
278.1

Depreciation

 
4.2

 

 
105.0

 

 
109.2

General and administrative
11.5

 
.1

 

 
14.4

 

 
26.0

OPERATING INCOME (LOSS)
(10.1
)

(.3
)



68.2




57.8

OTHER INCOME (EXPENSE), NET
(6.5
)
 
(31.3
)
 
(18.7
)
 
(7.7
)
 
6.5

 
(57.7
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(16.6
)

(31.6
)

(18.7
)

60.5


6.5


0.1

INCOME TAX PROVISION

 
14.6

 

 
9.5

 

 
24.1

DISCONTINUED OPERATIONS, NET

 

 

 
(.6
)
 

 
(.6
)
EQUITY IN EARNINGS (LOSSES) OF AFFILIATES, NET OF TAX
(9.1
)
 
54.9

 
26.3

 

 
(72.1
)
 

NET INCOME (LOSS)
(25.7
)
 
8.7


7.6


50.4


(65.6
)

(24.6
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 
(1.1
)
 

 
(1.1
)
NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO
$
(25.7
)

$
8.7


$
7.6


$
49.3


$
(65.6
)

$
(25.7
)