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 8.5% senior notes due 2019, 6.875% senior notes due 2020 and 7.875% senior notes due 2040, which had an aggregate outstanding principal balance of $1.4 billion as of December 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 in November 1997, which had an aggregate outstanding principal balance of $150.0 million as of December 31, 2016.

Pride International LLC (formerly Pride International, Inc.) 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 our condensed consolidating statements of operations for each of the years in the three-year period ended December 31, 2016; our condensed consolidating statements of comprehensive income for each of the years in the three-year period ended December 31, 2016; our condensed consolidating balance sheets as of December 31, 2016 and 2015; and our condensed consolidating statements of cash flows for each of the years in the three-year period ended December 31, 2016, in accordance with Rule 3-10 of Regulation S-X.



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments			Total
OPERATING REVENUES	$	27.9		$	144.4		$	—		$	2,897.4		$	(293.3	)	$	2,776.4
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)	27.3			144.8			.1			1,422.1			(293.3		)	1,301.0
Depreciation	—			17.2			.4			427.7			—			445.3
General and administrative	36.2			.2			—			64.4			—			100.8
OPERATING (LOSS) INCOME	(35.6		)	(17.8		)	(.5		)	983.2			—			929.3
OTHER INCOME (EXPENSE), NET	152.9			(79.0		)	(76.6		)	7.8			63.1			68.2
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	117.3			(96.8		)	(77.1		)	991.0			63.1			997.5
INCOME TAX EXPENSE (BENEFIT)	—			.7			(.6		)	108.4			—			108.5
DISCONTINUED OPERATIONS, NET	—			—			—			8.1			—			8.1
EQUITY EARNINGS IN AFFILIATES, NET OF TAX	772.9			205.7			125.7			—			(1,104.3		)	—
NET INCOME	890.2			108.2			49.2			890.7			(1,041.2		)	897.1
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(6.9		)	—			(6.9		)
NET INCOME ATTRIBUTABLE TO ENSCO	$	890.2		$	108.2		$	49.2		$	883.8		$	(1,041.2	)	$	890.2



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2015 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments			Total
OPERATING REVENUES	$	31.7		$	163.5		$	—		$	4,199.4		$	(331.2	)	$	4,063.4
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)	29.2			163.5			—			2,008.1			(331.2		)	1,869.6
Loss on impairment	—			—			—			2,746.4			—			2,746.4
Depreciation	.1			13.8			—			558.6			—			572.5
General and administrative	51.5			.2			—			66.7			—			118.4
OPERATING LOSS	(49.1		)	(14.0		)	—			(1,180.4		)	—			(1,243.5		)
OTHER (EXPENSE) INCOME, NET	(169.5		)	(28.6		)	(71.5		)	41.9			—			(227.7		)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(218.6		)	(42.6		)	(71.5		)	(1,138.5		)	—			(1,471.2		)
INCOME TAX (BENEFIT) EXPENSE	—			(190.6		)	—			176.7			—			(13.9		)
DISCONTINUED OPERATIONS, NET	—			—			—			(128.6		)	—			(128.6		)
EQUITY LOSS IN AFFILIATES, NET OF TAX	(1,376.2		)	(1,672.8		)	(1,771.5		)	—			4,820.5			—
NET LOSS	(1,594.8		)	(1,524.8		)	(1,843.0		)	(1,443.8		)	4,820.5			(1,585.9		)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(8.9		)	—			(8.9		)
NET LOSS ATTRIBUTABLE TO ENSCO	$	(1,594.8	)	$	(1,524.8	)	$	(1,843.0	)	$	(1,452.7	)	$	4,820.5		$	(1,594.8	)



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco				Consolidating Adjustments			Total
OPERATING REVENUES	$	34.5		$	145.4		$	—		$	4,683.0			$	(298.4	)	$	4,564.5
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)	31.8			145.4			—			2,198.1				(298.4		)	2,076.9
Loss on impairment	—			—			—			4,218.7				—			4,218.7
Depreciation	.2			7.6			—			530.1				—			537.9
General and administrative	52.0			.4			—			79.5				—			131.9
OPERATING LOSS	(49.5		)	(8.0		)	—			(2,343.4		)		—			(2,400.9		)
OTHER (EXPENSE) INCOME, NET	(67.0		)	(43.3		)	(54.7		)	17.1				—			(147.9		)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(116.5		)	(51.3		)	(54.7		)	(2,326.3		)		—			(2,548.8		)
INCOME TAX (BENEFIT) EXPENSE	—			(44.9		)	—			185.4			185.4	—			140.5
DISCONTINUED OPERATIONS, NET	—			—			—			(1,199.2		)		—			(1,199.2		)
EQUITY LOSS IN AFFILIATES, NET OF TAX	(3,786.1		)	(3,651.0		)	(3,744.3		)	—				11,181.4			—
NET LOSS	(3,902.6		)	(3,657.4		)	(3,799.0		)	(3,710.9		)		11,181.4			(3,888.5		)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(14.1		)		—			(14.1		)
NET LOSS ATTRIBUTABLE TO ENSCO	$	(3,902.6	)	$	(3,657.4	)	$	(3,799.0	)	$	(3,725.0	)		$	11,181.4		$	(3,902.6	)

ENSCO PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2016

(in millions)



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

NET INCOME	$	890.2	$	108.2		$	49.2	$	890.7		$	(1,041.2	)	$	897.1
OTHER COMPREHENSIVE (LOSS) INCOME, NET
Net change in fair value of derivatives	—		(5.4		)	—		—			—			(5.4		)
Reclassification of net losses on derivative instruments from other comprehensive income into net income	—		12.4			—		—			—			12.4
Other	—		—			—		(.5		)	—			(.5		)
NET OTHER COMPREHENSIVE INCOME (LOSS)	—		7.0			—		(.5		)	—			6.5

COMPREHENSIVE INCOME	890.2		115.2			49.2		890.2			(1,041.2		)	903.6
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—		—			—		(6.9		)	—			(6.9		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSCO	$	890.2	$	115.2		$	49.2	$	883.3		$	(1,041.2	)	$	896.7

ENSCO PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS

Year Ended December 31, 2015

(in millions)



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

NET LOSS	$	(1,594.8	)	$	(1,524.8	)	$	(1,843.0	)	$	(1,443.8	)	$	4,820.5	$	(1,585.9	)
OTHER COMPREHENSIVE (LOSS) INCOME, NET
Net change in fair value of derivatives	—			(23.6		)	—			—			—		(23.6		)
Reclassification of net gains on derivative instruments from other comprehensive income into net income	—			22.2			—			—			—		22.2
Other	—			—			—			2.0			—		2.0
NET OTHER COMPREHENSIVE (LOSS) INCOME	—			(1.4		)	—			2.0			—		.6

COMPREHENSIVE LOSS	(1,594.8		)	(1,526.2		)	(1,843.0		)	(1,441.8		)	4,820.5		(1,585.3		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(8.9		)	—		(8.9		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO	$	(1,594.8	)	$	(1,526.2	)	$	(1,843.0	)	$	(1,450.7	)	$	4,820.5	$	(1,594.2	)

ENSCO PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS

Year Ended December 31, 2014

(in millions)



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

NET LOSS	$	(3,902.6	)	$	(3,657.4	)	$	(3,799.0	)	$	(3,710.9	)	$	11,181.4	$	(3,888.5	)
OTHER COMPREHENSIVE (LOSS) INCOME, NET
Net change in fair value of derivatives	—			(11.7		)	—			—			—		(11.7		)
Reclassification of net losses on derivative instruments from other comprehensive income into net income	—			(.9		)	—			—			—		(.9		)
Other	—			—			—			6.3			—		6.3
NET OTHER COMPREHENSIVE (LOSS) INCOME	—			(12.6		)	—			6.3			—		(6.3		)

COMPREHENSIVE LOSS	(3,902.6		)	(3,670.0		)	(3,799.0		)	(3,704.6		)	11,181.4		(3,894.8		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			(14.1		)	—		(14.1		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENSCO	$	(3,902.6	)	$	(3,670.0	)	$	(3,799.0	)	$	(3,718.7	)	$	11,181.4	$	(3,908.9	)



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2016 (in millions)
	Ensco plc		ENSCO International Incorporated		Pride International LLC			Other Non-guarantor Subsidiaries of Ensco		Consolidating Adjustments			Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	892.6	$	—	$	19.8		$	247.3	$	—		$	1,159.7
Short-term investments	1,165.1		5.5		—			272.0		—			1,442.6
Accounts receivable, net	6.8		—		—			354.2		—			361.0
Accounts receivable from affiliates	486.5		251.2		—			152.2		(889.9		)	—
Other	.1		6.8		—			309.1		—			316.0
Total current assets	2,551.1		263.5		19.8			1,334.8		(889.9		)	3,279.3
PROPERTY AND EQUIPMENT, AT COST	1.8		121.0		—			12,869.7		—			12,992.5
Less accumulated depreciation	1.8		63.8		—			2,007.6		—			2,073.2
Property and equipment, net	—		57.2		—			10,862.1		—			10,919.3
DUE FROM AFFILIATES	1,512.2		4,513.8		1,978.8			7,234.4		(15,239.2		)	—
INVESTMENTS IN AFFILIATES	8,557.7		3,462.3		1,061.3			—		(13,081.3		)	—
OTHER ASSETS, NET	—		81.5		—			181.1		(86.7		)	175.9
	$	12,621.0	$	8,378.3	$	3,059.9		$	19,612.4	$	(29,297.1	)	$	14,374.5
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	44.1	$	45.2	$	28.3		$	404.9	$	—		$	522.5
Accounts payable to affiliates	38.8		208.4		5.9			636.9		(890.0		)	—
Current maturities of long-term debt	187.1		—		144.8			—		—			331.9
Total current liabilities	270.0		253.6		179.0			1,041.8		(890.0		)	854.4
DUE TO AFFILIATES	1,375.8		5,367.6		2,040.7			6,455.0		(15,239.1		)	—
LONG-TERM DEBT	2,720.2		149.2		1,449.5			623.7		—			4,942.6
OTHER LIABILITIES	—		2.9		—			406.3		(86.7		)	322.5
ENSCO SHAREHOLDERS' EQUITY (DEFICIT)	8,255.0		2,605.0		(609.3		)	11,081.2		(13,081.3		)	8,250.6
NONCONTROLLING INTERESTS	—		—		—			4.4		—			4.4
Total equity (deficit)	8,255.0		2,605.0		(609.3		)	11,085.6		(13,081.3		)	8,255.0
	$	12,621.0	$	8,378.3	$	3,059.9		$	19,612.4	$	(29,297.1	)	$	14,374.5



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 (in millions)
	Ensco plc		ENSCO International Incorporated		Pride International LLC			Other Non-guarantor Subsidiaries of Ensco		Consolidating Adjustments			Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	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	0.2		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 (deficit)	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 Year Ended December 31, 2016 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments			Total
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities of continuing operations	$	(101.3	)	$	(46.5	)	$	(116.9	)	$	1,342.1		$	—		$	1,077.4
INVESTING ACTIVITIES
Purchases of short-term investments	(2,047.1		)	(5.5		)	—			(422.0		)	—			(2,474.6		)
Maturities of short-term investments	2,062.0			—			—			150.0			—			2,212.0
Additions to property and equipment	—			—			—			(322.2		)	—			(322.2		)
Net proceeds from disposition of assets	—			—			—			9.8			—			9.8
Purchase of affiliate debt	(237.9		)	—			—			—			237.9			—
Net cash used in investing activities of continuing operations	(223.0		)	(5.5		)	—			(584.4		)	237.9			(575.0		)
FINANCING ACTIVITIES
Reduction of long-term borrowings	(626.0		)	—			—			—			(237.9		)	(863.9		)
Proceeds from debt issuance	—			—			—			849.5			—			849.5
Proceeds from equity issuance	585.5			—			—			—			—			585.5
Debt financing costs	(23.4		)	—			—			—			—			(23.4		)
Cash dividends paid	(11.6		)	—			—			—			—			(11.6		)
Advances from (to) affiliates	1,200.6			52.0			134.7			(1,387.3		)	—			—
Other	(2.2		)	—			—			(4.9		)	—			(7.1		)
Net cash provided by (used in) financing activities	1,122.9			52.0			134.7			(542.7		)	(237.9		)	529.0
DISCONTINUED OPERATIONS
Operating activities	—			—			—			2.1			—			2.1
Investing activities	—			—			—			6.3			—			6.3
Net cash provided by discontinued operations	—			—			—			8.4			—			8.4
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.4		)	—			(1.4		)
INCREASE IN CASH AND CASH EQUIVALENTS	798.6			—			17.8			222.0			—			1,038.4
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	94.0			—			2.0			25.3			—			121.3
CASH AND CASH EQUIVALENTS, END OF YEAR	$	892.6		$	—		$	19.8		$	247.3		$	—		$	1,159.7



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments		Total
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities of continuing operations	$	(71.1	)	$	2.0		$	(114.0	)	$	1,881.0		$	—	$	1,697.9
INVESTING ACTIVITIES
Additions to property and equipment	—			—			—			(1,619.5		)	—		(1,619.5		)
Purchases of short-term investments	(1,780.0		)	—			—			—			—		(1,780.0		)
Net proceeds from disposition of assets	.3			—			—			1.3			—		1.6
Maturities of short-term investments	1,312.0			—			—			45.3			—		1,357.3
Net cash used in investing activities of continuing operations	(467.7		)	—			—			(1,572.9		)	—		(2,040.6		)
FINANCING ACTIVITIES
Proceeds from debt issuance	1,078.7			—			—			—			—		1,078.7
Cash dividends paid	(141.2		)	—			—			—			—		(141.2		)
Reduction of long-term borrowings	(1,072.5		)	—			—			—			—		(1,072.5		)
Premium paid on redemption of debt	(30.3		)	—			—			—			—		(30.3		)
Debt financing costs	(10.5		)	—			—			—			—		(10.5		)
Advances from (to) affiliates	526.2			(2.0		)	25.2			(549.4		)	—		—
Other	(5.0		)	—			—			(11.0		)	—		(16.0		)
Net cash provided by (used in) financing activities	345.4			(2.0		)	25.2			(560.4		)	—		(191.8		)
DISCONTINUED OPERATIONS
Operating activities	—			—			—			(10.9		)	—		(10.9		)
Investing activities	—			—			—			2.2			—		2.2
Net cash used in discontinued operations	—			—			—			(8.7		)	—		(8.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(.3		)	—		(.3		)
DECREASE IN CASH AND CASH EQUIVALENTS	(193.4		)	—			(88.8		)	(261.3		)	—		(543.5		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	287.4			—			90.8			286.6			—		664.8
CASH AND CASH EQUIVALENTS, END OF YEAR	$	94.0		$	—		$	2.0		$	25.3		$	—	$	121.3



ENSCO PLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 (in millions)
	Ensco plc			ENSCO International Incorporated			Pride International LLC			Other Non-guarantor Subsidiaries of Ensco			Consolidating Adjustments		Total
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities of continuing operations	$	(63.8	)	$	(167.6	)	$	(90.9	)	$	2,380.2		$	—	$	2,057.9
INVESTING ACTIVITIES
Additions to property and equipment	—			(37.2		)	—			(1,529.5		)	—		(1,566.7		)
Purchases of short-term investments	(716.1		)	—			—			(74.5		)	—		(790.6		)
Maturities of short-term investments	—			—			—			83.3			—		83.3
Net proceeds from disposition of assets	—			—			—			169.2			—		169.2
Net cash used in investing activities of continuing operations	(716.1		)	(37.2		)	—			(1,351.5		)	—		(2,104.8		)
FINANCING ACTIVITIES
Proceeds from debt issuance	1,246.4			—			—			—			—		1,246.4
Cash dividends paid	(703.0		)	—			—			—			—		(703.0		)
Reduction of long-term borrowing	—			—			—			(60.1		)	—		(60.1		)
Debt financing costs	(13.4		)	—			—			—			—		(13.4		)
Advances from (to) affiliates	501.9			204.3			176.8			(883.0		)	—		—
Other	(11.1		)	—			—			(16.1		)	—		(27.2		)
Net cash provided by (used in) financing activities	1,020.8			204.3			176.8			(959.2		)	—		442.7
DISCONTINUED OPERATIONS
Operating activities	—			—			—			(3.8		)	—		(3.8		)
Investing activities	—			—			—			107.2			—		107.2
Net cash provided by discontinued operations	—			—			—			103.4			—		103.4
Effect of exchange rate changes on cash and cash equivalents	—			—			—			—			—		—
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	240.9			(.5		)	85.9			172.9			—		499.2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	46.5			.5			4.9			113.7			—		165.6
CASH AND CASH EQUIVALENTS, END OF YEAR	$	287.4		$	—		$	90.8		$	286.6		$	—	$	664.8