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.