Guarantee of Registered Securities

During 2011, Ensco plc completed a merger transaction (the "Merger") with Pride International Inc. ("Pride"). In connection with the Merger, Ensco plc and Pride entered into a supplemental indenture to the indenture dated as of July 1, 2004 between Pride and the Bank of New York Mellon, as indenture trustee, providing for, among other matters, the full and unconditional guarantee by Ensco plc of Pride’s 8.5% unsecured senior notes due 2019, 6.875% unsecured senior notes due 2020 and 7.875% unsecured senior notes due 2040, which had an aggregate outstanding principal balance of $1.7 billion as of March 31, 2016. 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, 2016.

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 income for the three month periods ended March 31, 2016 and 2015; the unaudited condensed consolidating statements of comprehensive income for the three month periods ended March 31, 2016 and 2015; the condensed consolidating balance sheets as of March 31, 2016 (unaudited) and December 31, 2015; and the unaudited condensed consolidating statements of cash flows for the three month periods ended March 31, 2016 and 2015, in accordance with Rule 3-10 of Regulation S-X.

ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME Three Months Ended March 31, 2016 (in millions) (Unaudited)

	Ensco plc			ENSCO International Incorporated			Pride International, Inc.			Other Non-Guarantor Subsidiaries of Ensco			Consolidating Adjustments			Total
OPERATING REVENUES	$	7.2		$	35.6		$	—		$	843.3		$	(72.1	)	$	814.0
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)	7.2			35.7			—			392.9			(72.1		)	363.7
Depreciation	—			4.3			—			109.0			—			113.3
General and administrative	6.2			.1			—			17.1			—			23.4
OPERATING (LOSS) INCOME	(6.2		)	(4.5		)	—			324.3			—			313.6
OTHER (EXPENSE) INCOME, NET	(36.8		)	1.6			(19.1		)	(10.3		)	—			(64.6		)
(LOSS) INCOME BEFORE INCOME TAXES	(43.0		)	(2.9		)	(19.1		)	314.0			—			249.0
INCOME TAX PROVISION	—			31.0			—			40.4			—			71.4
DISCONTINUED OPERATIONS, NET	—			—			—			(.9		)	—			(.9		)
EQUITY EARNINGS IN AFFILIATES, NET OF TAX	218.3			33.5			53.6			—			(305.4		)	—
NET INCOME (LOSS)	175.3			(0.4		)	34.5			272.7			(305.4		)	176.7
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(1.4		)	—			(1.4		)
NET INCOME (LOSS) ATTRIBUTABLE TO ENSCO	$	175.3		$	(.4	)	$	34.5		$	271.3		$	(305.4	)	$	175.3

ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME Three Months Ended March 31, 2015 (in millions) (Unaudited)

	Ensco plc			ENSCO International Incorporated			Pride International, Inc.			Other Non-Guarantor Subsidiaries of Ensco			Consolidating Adjustments			Total
OPERATING REVENUES	$	8.7		$	34.8		$	—		$	1,191.6		$	(71.2	)	$	1,163.9
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)	6.8			34.8			—			547.9			(71.2		)	518.3
Depreciation	.1			2.5			—			134.5			—			137.1
General and administrative	13.3			.1			—			16.7			—			30.1
OPERATING (LOSS) INCOME	(11.5		)	(2.6		)	—			492.5			—			478.4
OTHER (EXPENSE) INCOME, NET	(59.9		)	(16.8		)	(15.9		)	20.0			—			(72.6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(71.4		)	(19.4		)	(15.9		)	512.5			—			405.8
INCOME TAX PROVISION	—			13.8			—			63.9			—			77.7
DISCONTINUED OPERATIONS, NET	—			—			—			(.2		)	—			(.2		)
EQUITY EARNINGS IN AFFILIATES, NET OF TAX	396.1			45.2			63.9			—			(505.2		)	—
NET INCOME	324.7			12.0			48.0			448.4			(505.2		)	327.9
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(3.2		)	—			(3.2		)
NET INCOME ATTRIBUTABLE TO ENSCO	$	324.7		$	12.0		$	48.0		$	445.2		$	(505.2	)	$	324.7

ENSCO PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31, 2016

(in millions)

(Unaudited)



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

NET INCOME	$	175.3	$	(.4	)	$	34.5	$	272.7		$	(305.4	)	$	176.7
OTHER COMPREHENSIVE INCOME, NET
Net change in fair value of derivatives	—		3.5			—		—			—			3.5
Reclassification of net losses on derivative instruments from other comprehensive income into net income	—		5.9			—		—			—			5.9
Other	—		—					(.1		)	—			(.1		)
NET OTHER COMPREHENSIVE INCOME	—		9.4			—		(.1		)	—			9.3
COMPREHENSIVE INCOME	175.3		9.0			34.5		272.6			(305.4		)	186.0
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—		—			—		(1.4		)	—			(1.4		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO	$	175.3	$	9.0		$	34.5	$	271.2		$	(305.4	)	$	184.6

ENSCO PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31, 2015

(in millions)

(Unaudited)



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

NET INCOME	$	324.7	$	12.0		$	48.0	$	448.4		$	(505.2	)	$	327.9
OTHER COMPREHENSIVE (LOSS) INCOME, NET
Net change in fair value of derivatives	—		(17.4		)	—		—			—			(17.4		)
Reclassification of net losses on derivative instruments from other comprehensive income into net income	—		5.0			—		—			—			5.0
Other	—		—			—		2.6			—			2.6
NET OTHER COMPREHENSIVE (LOSS) INCOME	—		(12.4		)	—		2.6			—			(9.8		)
COMPREHENSIVE INCOME (LOSS)	324.7		(.4		)	48.0		451.0			(505.2		)	318.1
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—		—			—		(3.2		)	—			(3.2		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENSCO	$	324.7	$	(.4	)	$	48.0	$	447.8		$	(505.2	)	$	314.9

ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2016 (in millions) (Unaudited)

	Ensco plc		ENSCO International Incorporated		Pride International, Inc.			Other Non-Guarantor Subsidiaries of Ensco		Consolidating Adjustments			Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,049.7	$	—	$	2.0		$	32.3	$	—		$	1,084.0
Short-term investments	295.0		—		—			—		—			295.0
Accounts receivable, net	1.1		—		—			572.9		—			574.0
Accounts receivable from affiliates	698.4		735.2		—			648.6		(2,082.2		)	—
Other	.1		16.3		—			353.4		—			369.8
Total current assets	2,044.3		751.5		2.0			1,607.2		(2,082.2		)	2,322.8
PROPERTY AND EQUIPMENT, AT COST	1.8		117.5		—			12,721.9		—			12,841.2
Less accumulated depreciation	1.8		52.0		—			1,690.3		—			1,744.1
Property and equipment, net	—		65.5		—			11,031.6		—			11,097.1
DUE FROM AFFILIATES	1,315.3		5,018.5		2,039.2			6,664.8		(15,037.8		)	—
INVESTMENTS IN AFFILIATES	7,978.8		—		—			—		(7,978.8		)	—
OTHER ASSETS, NET	—		41.1		—			308.2		(159.2		)	190.1
	$	11,338.4	$	5,876.6	$	2,041.2		$	19,611.8	$	(25,258.0	)	$	13,610.0
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	53.6	$	23.4	$	24.1		$	536.3	$	—		$	637.4
Accounts payable to affiliates	32.9		674.2		—			1,375.1		(2,082.2		)	—
Current maturities of long-term debt	665.1		—		204.9			—		—			870.0
Total current liabilities	751.6		697.6		229.0			1,911.4		(2,082.2		)	1,507.4
DUE TO AFFILIATES	761.4		4,096.8		1,806.6			8,373.0		(15,037.8		)	—
LONG-TERM DEBT	3,119.0		149.1		1,722.9			—		—			4,991.0
INVESTMENTS IN AFFILIATES	—		372.5		1,225.8			—		(1,598.3		)	—
OTHER LIABILITIES	—		169.0		—			395.4		(159.2		)	405.2
ENSCO SHAREHOLDERS' EQUITY	6,706.4		391.6		(2,943.1		)	8,926.3		(6,380.5		)	6,700.7
NONCONTROLLING INTERESTS	—		—		—			5.7		—			5.7
Total equity	6,706.4		391.6		(2,943.1		)	8,932.0		(6,380.5		)	6,706.4
	$	11,338.4	$	5,876.6	$	2,041.2		$	19,611.8	$	(25,258.0	)	$	13,610.0

ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 (in millions)

	Ensco plc		ENSCO International Incorporated		Pride International, Inc.			Other Non-Guarantor Subsidiaries of Ensco		Consolidating Adjustments			Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	94.0	$	—	$	2.0		$	25.3	$	—		$	121.3
Short-term investments	1,180.0		—		—			—		—			1,180.0
Accounts receivable, net	1.2		—		—			580.8		—			582.0
Accounts receivable from affiliates	808.7		237.3		—			148.1		(1,194.1		)	—
Other	.2		229.3		—			172.3		—			401.8
Total current assets	2,084.1		466.6		2.0			926.5		(1,194.1		)	2,285.1
PROPERTY AND EQUIPMENT, AT COST	1.8		117.5		—			12,600.1		—			12,719.4
Less accumulated depreciation	1.8		47.7		—			1,582.1		—			1,631.6
Property and equipment, net	—		69.8		—			11,018.0		—			11,087.8
DUE FROM AFFILIATES	1,303.7		5,270.0		2,035.5			6,869.9		(15,479.1		)	—
INVESTMENTS IN AFFILIATES	7,743.8		—		—			—		(7,743.8		)	—
OTHER ASSETS, NET	—		43.1		—			324.9		(130.4		)	237.6
	$	11,131.6	$	5,849.5	$	2,037.5		$	19,139.3	$	(24,547.4	)	$	13,610.5
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	60.7	$	69.6	$	34.8		$	610.4	$	—		$	775.5
Accounts payable to affiliates	19.4		176.3		—			998.4		(1,194.1		)	—
Current maturities of long-term debt	—		—		—			—		—			—
Total current liabilities	80.1		245.9		34.8			1,608.8		(1,194.1		)	775.5
DUE TO AFFILIATES	751.9		4,354.3		1,763.7			8,609.2		(15,479.1		)	—
LONG-TERM DEBT	3,782.4		149.0		1,937.2			—		—			5,868.6
INVESTMENTS IN AFFILIATES	—		442.0		1,319.3			—		(1,761.3		)	—
OTHER LIABILITIES	—		135.7		—			443.9		(130.4		)	449.2
ENSCO SHAREHOLDERS' EQUITY	6,517.2		522.6		(3,017.5		)	8,473.1		(5,982.5		)	6,512.9
NONCONTROLLING INTERESTS	—		—		—			4.3		—			4.3
Total equity	6,517.2		522.6		(3,017.5		)	8,477.4		(5,982.5		)	6,517.2
	$	11,131.6	$	5,849.5	$	2,037.5		$	19,139.3	$	(24,547.4	)	$	13,610.5



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 (in millions) (Unaudited)
	Ensco plc			ENSCO International Incorporated			Pride International, Inc.			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments		Total
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(46.3	)	$	0.7		$	(39.2	)	$	317.9		$	—	$	233.1
INVESTING ACTIVITIES
Additions to property and equipment	—			—			—			(158.1		)	—		(158.1		)
Purchases of short-term investments	965.0			—			—			—			—		965.0
Maturities of short-term investments	(80.0		)	—			—			—			—		(80.0		)
Other	—			—			—			.1			—		.1
Net cash used in investing activities	885.0			—			—			(158.0		)	—		727.0
FINANCING ACTIVITIES
Proceeds from issuance of senior notes	—			—			—			—			—		—
Reduction of long-term borrowings	—			—			—			—			—		—
Cash dividends paid	(2.4		)	—			—			—			—		(2.4		)
Premium paid on redemption of debt	—			—			—			—			—		—
Debt financing costs	—			—			—			—			—		—
Advances (to) from affiliates	119.8			(0.7		)	39.2			(158.3		)	—		—
Other	(0.4		)	—			—			(.1		)	—		(0.5		)
Net cash provided by (used in) financing activities	117.0			(0.7		)	39.2			(158.4		)	—		(2.9		)
DISCONTINUED OPERATIONS
Operating activities	—			—			—			5.6			—		5.6
Investing activities	—			—			—			—			—		—
Net cash used in discontinued operations	—			—			—			5.6			—		5.6
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(.1		)	—		(.1		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	955.7			—			—			7.0			—		962.7
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	94.0			—			2.0			25.3			—		121.3
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,049.7		$	—		$	2.0		$	32.3		$	—	$	1,084.0



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 (in millions) (Unaudited)
	Ensco plc			ENSCO International Incorporated			Pride International, Inc.			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments		Total
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities of continuing operations	$	(35.4	)	$	(10.8	)	$	(36.3	)	$	550.2		$	—	$	467.7
INVESTING ACTIVITIES
Additions to property and equipment	—			(5.1		)	—			(392.0		)	—		(397.1		)
Purchases on short-term investments	—			—			—			12.0			—		12.0
Other	—			—			—			.4			—		.4
Net cash used in investing activities of continuing operations	—			(5.1		)	—			(379.6		)	—		(384.7		)
FINANCING ACTIVITIES
Proceeds from issuance of senior notes	1,078.7			—			—			—			—		1,078.7
Reduction of long-term borrowings	(854.6		)	—			—			(7.1		)	—		(861.7		)
Cash dividends paid	(35.2		)	—			—			—			—		(35.2		)
Premium paid on redemption of debt	(23.4		)	—			—			—			—		(23.4		)
Debt financing costs	(8.9		)	—			—			—			—		(8.9		)
Advances (to) from affiliates	(121.1		)	15.9			194.9			(89.7		)	—		—
Other	(1.0		)	—			—			(0.3		)	—		(1.3		)
Net cash provided by (used in) financing activities	34.5			15.9			194.9			(97.1		)	—		148.2
DISCONTINUED OPERATIONS
Operating activities	—			—			—			(8.7		)	—		(8.7		)
Investing activities	—			—			—			0.4			—		0.4
Net cash used in discontinued operations	—			—			—			(8.3		)	—		(8.3		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			.1			—		.1
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(0.9		)	—			158.6			65.3			—		223.0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	287.4			—			90.8			286.6			—		664.8
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	286.5		$	—		$	249.4		$	351.9		$	—	$	887.8