Annual Report and United Kingdom Statutory Accounts Ensco plc 6 Chesterfield Gardens London W1J 5BQ Registered in England No. 7023598 SHAREHOLDER INFORMATION TABLE OF CONTENTS BOARD OF DIRECTORS EXECUTIVE MANAGEMENT ANNUAl GeNeRAl MeeTING CEO LeTTeR To SHAReHolDeRs PAUL E. ROWSEY, III (1) CARL TROWELL The annual general meeting of shareholders will be held at the Non-Executive Chairman of the Board President and Chief Executive Officer Former Chief Executive Officer Serpentine Suite of the London Hilton on Park Lane, 22 Park Ln, FoRWARD-LooKING STATeMeNTs Compatriot Capital, Inc. (Retired) AREY OWE London, W1K 1BE, United Kingdom at 8:00 a.m. London time on P. C L Executive Vice President and Chief Operating Officer Monday, 20 May 2019. CoNTRAcT DRIllING FleeT 1 J. RODERIcK CLARK (2) Former President and Chief Operating Officer JONATHAN BAKSHT TRANsfeR AGeNT SelecTeD FINANcIAl DATA 3 Baker Hughes Incorporated (Retired) Senior Vice President and Chief Financial Officer Registered holders of our shares may direct their questions to (2) Computershare. MARKeT foR ReGIsTRANT’s CoMMoN EQUITY, RelATeD ROXANNE J. DEcYK STEVEN J. BRADY SHAReHolDeR MATTeRs AND IssUeR PURcHAses of Former Executive Vice President of Senior Vice President – Eastern Hemisphere Global Government Relations Computershare Trust Company, N.A. EQUITY SecURITIes 4 Royal Dutch Shell plc (Retired) P.O. Box 43001 JOHN S. KNOWLTON Senior Vice President – Technical Providence, RI 02940-3001 MANAGeMeNT’s DIscUssIoN AND ANAlYsIs of FINANcIAl (1) (3) MARY E. FRANcIS CBE Within USA, US territories & Canada: +1 888-926-3470 CoNDITIoN AND ResUlTs of OpeRATIoNs 6 Former Senior Civil Servant in British Treasury GILLES LUcA Outside USA, US territories & Canada: +1 732-491-0636 and Prime Minister’s Office (Retired) Senior Vice President – Western Hemisphere Fax: +1 781-575-3605 BUSINESS ENVIRONMENT 10 (1) Email: [email protected] C. CHRISTOPHER GAUT IcHAEL c UINTY Chairman and Chief Executive Officer M T. M G Hours: Monday through Friday, 8:30 a.m. to 6 p.m. (ET) RESULTS OF OPERATIONS 11 Senior Vice President – General Counsel and Secretary Forum Energy Technologies, Inc. CoRpoRATe GoVeRNANce, BoARD AND BoARD CoMMITTees LIQUIDITY AND CAPITAL RESOURcES 20 JAcK E. GOLDEN (2) The corporate governance section of our website, www.enscoplc.com, Managing Partner contains information regarding (i) the composition of our Board of MARKET RISK 31 Edgewater Energy LLC Directors and board committees, (ii) corporate governance in general, (iii) shareholder communications with the Board, (iv) the Ensco Code CRITIcAL AccOUNTING POLIcIES AND ESTIMATES 32 GERALD W. HADDOcK (1) (3) of Business Conduct, (v) the Ensco Corporate Governance Policy, (vi) President and Founder Haddock Enterprises, LLC Ethics Hotline reporting provisions, and (vii) the charters of the board NEW AccOUNTING PRONOUNcEMENTS 35 committees. A direct link to the company’s SEC filings, including FRANcIS S. KALMAN (2) (3) reports required under Section 16 of the Securities Exchange Act of FINANcIAl STATeMeNTs AND SUppleMeNTARY DATA Former Executive Vice President 1934, is located in the Investors section. Copies of these documents McDermott International, Inc. (Retired) may be obtained without charge by contacting Ensco’s Investor MANAGEMENT’S REPORT ON INTERNAL CONTROL 36 Relations Department. Reasonable expenses will be charged for OVER FINANcIAL REPORTING KEITH O. RATTIE (3) copies of exhibits listed in the back of SEC Forms 10-K and 10-Q. Former Chairman, President and Chief Executive Officer Please list the exhibits you would like to receive and submit your REPORTS OF INDEPENDENT REGISTERED PUbLIc Questar Corporation (Retired) request in writing to Ensco’s Investor Relations Department at AccOUNTING FIRM 37 ARL ROWELL the address below. We will notify you of the cost and furnish the C T President and Chief Executive Officer requested exhibits upon receipt of payment. ONSOLIDATED TATEMENTS OF PERATIONS 39 C S O Ensco plc Nsco NVesToR elATIoNs epARTMeNT (3) E I R D CONSOLIDATED STATEMENTS OF COMPREHENSIVE PHIL D. WEDEMEYER 5847 San Felipe, Suite 3300 INcOME (LOSS) 40 Former Partner Houston, Texas 77057-3008 Grant Thornton LLP (Retired) (713) 789-1400 CONSOLIDATED BALANcE SHEETS 41 www.enscoplc.com (1) CONSOLIDATED STATEMENTS OF CASH FLOWS 42 Nominating and Governance Committee (2) Compensation Committee (3) Audit Committee NOTES TO CONSOLIDATED FINANcIAL STATEMENTS 43 CHANGes IN AND DIsAGReeMeNTs WITH AccoUNTANTs oN AccoUNTING AND FINANcIAl DIsclosURe 99 UNITeD KINGDoM STATUToRY AccoUNTs BoARD of DIRecToRs AND OffIceRs Dear Fellow Shareholders: Improved commodity prices and lower offshore project costs led to an increase in new contract awards for offshore drillers for the second consecutive year during 2018. However, while utilization of offshore drilling rigs has increased gradually from 2016 lows, an excess of supply persists for many asset classes and new contracts are still providing limited cash margins for drillers. Despite these competitive market conditions, our offshore crews and onshore personnel continue to deliver outstanding operational and safety performance to customers. We also advanced new technologies and innovative solutions aimed at improving the drilling process to help lower customers’ offshore project costs. By consistently providing safe operations and utilizing innovation and technology to drive efficiencies, we will continue to differentiate our performance from the competition. In October 2018, we announced our pending merger with Rowan and we expect this transaction to close in the first half of 2019. The pro forma company will be the industry- leading offshore driller across all water depths that is ideally-positioned to capitalize on opportunities as the industry recovery unfolds while creating meaningful long-term value for shareholders. Safety and Operational Performance We continue to work towards attaining our goal of zero safety incidents and we are proud to once again have been awarded top honours in the Health, Safety and Environment category in Achieved 98% the annual independent survey conducted by EnergyPoint Research. Furthermore, our total operational recordable incident rate, a key performance indicator that measures the number of safety utilisation and incidents in a given period, of 0.25 was approximately 30% better than the industry average safety performance last year. that outperformed the industry While we should be proud of our achievements in 2018, we are also mindful that our total average recordable incident rate and our lost time incident rate both increased when compared to our record performance set in 2017. The safety of everyone on our offshore installations and inside our facilities is of the utmost importance and we continue to evaluate and implement initiatives to improve upon our recent results. Several of our rigs achieved impressive safety milestones during 2018. In the North Sea, ENSCO 92 surpassed ten years without a lost time incident and ENSCO 100 achieved three years without a recordable incident and nine years without a lost time incident. In the U.S. Gulf of Mexico, ENSCO 68 and ENSCO 87 both reached seven years without a lost time incident, and in the Middle East, ENSCO 54 achieved a “perfect year” meaning they had 365 consecutive days with no downtime and no incidents. These examples are evidence of our crews’ commitment to safe operations and the robustness of our safety systems. Across the fleet, operational utilization was 98% – a slight decline from the 99% achieved for each of the past two years, but a very strong performance nonetheless. Operational utilisation is a key metric that significantly impacts our financial results as it measures our ability to monetize revenue backlog. Strong operational and safety Consistently providing high levels of safety and operational performance is a key driver of performance led to customer satisfaction, and is instrumental in forming long-lasting relationships with new contracting customers. To this end, our safety and operational results helped us in winning new contracts success and extensions that added more than $900 million in revenue backlog last year. This additional work absorbed more than 30 rig years of available days across the Ensco fleet, a 35% increase from the prior year, which allows us to keep several rigs active as market conditions improve. Fleet Restructuring As the industry downturn began, our expectation was that customers would prefer higher specification assets when market conditions began to improve and that these assets would benefit from increased utilization, and ultimately higher day rates, ahead of the broader global fleet. As a result, we embarked on a multi-year fleet restructuring to focus on the newest, most technically-capable assets while maintaining exposure to both shallow- and deep-water markets. Since the beginning of 2013, we have renewed our fleet by adding eight rigs through our newbuild program, eleven high-specification assets through the Atwood acquisition and The pending divesting of 30 older rigs. Furthermore, the pending Rowan merger will create one of the Rowan merger will highest-quality fleets in the industry. Pro forma fleet highlights include: create one of the highest-quality 28 floaters including 25 ultra-deepwater rigs capable of drilling in water depths greater fleets across all than 7,500 feet, with an average age of six years – among the youngest and most water depths capable fleets in the industry o Second-largest fleet of highest-specification