SECURITIES AND EXCHANGE COMMISSION
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ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 |
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
Commission File Number 1-8097 |
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ENSCO MULTINATIONAL SAVINGS PLAN
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Total | Ensco International plc American Depositary Shares |
Invesco AIM US Dollar Liquidity Portfolio |
MFS Meridian Global Equity Fund |
Pioneer Funds- North American Basic Value |
Templeton Global Bond Fund |
Skandia Total Return USD Bond Fund |
MFS Meridian Global Total Return Fund |
Legg Mason Global Funds- Royce Smaller Companies |
Cash | ||||||||||||||
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ASSETS: | |||||||||||||||||||||||
Investments at fair value: | |||||||||||||||||||||||
Other investments (cost $1,993,463) |
$2,263,082 | $ -- | $ 788,725 | $330,059 | $308,105 | $273,828 | $221,243 | $219,730 | $121,392 | $ -- | |||||||||||||
Ensco
International plc American depositary shares (cost $619,612) |
830,859 | 830,859 | -- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||
Total investments | 3,093,941 | 830,859 | 788,725 | 330,059 | 308,105 | 273,828 | 221,243 | 219,730 | 121,392 | -- | |||||||||||||
Cash | 58,278 | -- | -- | -- | -- | -- | -- | -- | -- | 58,278 | |||||||||||||
Receivables | |||||||||||||||||||||||
Employer contributions | 1,224,705 | 179,827 | 539,465 | 123,806 | 84,814 | 80,122 | 77,625 | 89,835 | 49,211 | -- | |||||||||||||
NET ASSETS AVAILABLE FOR PLAN BENEFITS | $4,376,924 | $1,010,686 | $1,328,190 | $453,865 | $392,919 | $353,950 | $298,868 | $309,565 | $170,603 | $58,278 | |||||||||||||
The accompanying notes are an integral part of these financial statements. |
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ENSCO MULTINATIONAL SAVINGS PLAN
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Total | Ensco International plc American Depositary Shares |
Invesco AIM US Dollar Liquidity Portfolio |
MFS Meridian Global Equity Fund |
Pioneer Funds- North American Basic Value |
Templeton Global Bond Fund |
Skandia Total Return USD Bond Fund |
MFS Meridian Global Total Return Fund |
Legg Mason Global Funds- Royce Smaller Companies |
Cash | ||||||||||||||
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: | |||||||||||||||||||||||
Investment income: | |||||||||||||||||||||||
Interest and dividends | $ 1,957 | $ 1,508 | $ 407 | $ -- | $ -- | $ -- | $ -- | $ -- | $ -- | $ 42 | |||||||||||||
Realized gains | 59,419 | 28,730 | -- | 9,597 | 1,900 | 4,945 | 3,863 | 5,415 | 4,969 | -- | |||||||||||||
Unrealized appreciation | 480,866 | 211,247 | -- | 88,621 | 75,470 | 27,574 | 19,015 | 34,725 | 24,214 | -- | |||||||||||||
Total investment income | 542,242 | 241,485 | 407 | 98,218 | 77,370 | 32,519 | 22,878 | 40,140 | 29,183 | 42 | |||||||||||||
Contributions: | |||||||||||||||||||||||
Participant | 916,425 | 206,390 | 241,193 | 94,463 | 99,950 | 82,917 | 81,505 | 69,715 | 40,292 | -- | |||||||||||||
Employer | 3,021,912 | 606,995 | 1,218,233 | 290,498 | 222,413 | 187,988 | 186,875 | 211,492 | 97,418 | -- | |||||||||||||
Total contributions | 3,938,337 | 813,385 | 1,459,426 | 384,961 | 322,363 | 270,905 | 268,380 | 281,207 | 137,710 | -- | |||||||||||||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: | |||||||||||||||||||||||
Distributions to participants | (103,380 | ) | (21,682 | ) | (64,833 | ) | (11,003 | ) | (3,079 | ) | (39 | ) | (226 | ) | (2,427 | ) | (91 | ) | -- | ||||
Administrative expenses | (275 | ) | -- | -- | -- | -- | -- | -- | -- | -- | (275 | ) | |||||||||||
Total deductions | (103,655 | ) | (21,682 | ) | (64,833 | ) | (11,003 | ) | (3,079 | ) | (39 | ) | (226 | ) | (2,427 | ) | (91 | ) | (275 | ) | |||
TRANSFERS, NET | -- | (22,502 | ) | (66,810 | ) | (18,311 | ) | (3,735 | ) | 50,565 | 7,836 | (9,355 | ) | 3,801 | 58,511 | ||||||||
NET INCREASE | 4,376,924 | 1,010,686 | 1,328,190 | 453,865 | 392,919 | 353,950 | 298,868 | 309,565 | 170,603 | 58,278 | |||||||||||||
NET ASSETS AVAILABLE FOR PLAN BENEFITS: | |||||||||||||||||||||||
Beginning of year | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||
End of year | $4,376,924 | $1,010,686 | $1,328,190 | $453,865 | $392,919 | $353,950 | $298,868 | $309,565 | $170,603 | $58,278 | |||||||||||||
The accompanying notes are an integral part of these financial statements. |
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Contribution Level | Matching Percentage | ||||||
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2009 | |||||||
First 5% of eligible compensation | 100% |
Total Matching Contributions for the year ended December 31, 2009 were $517,137. At the discretion of its Board of Directors following close of a fiscal year, the Company may also make annual profit sharing contributions to the Plan for the benefit of all Plan Participants ("Profit Sharing Contributions"). Annual Profit Sharing Contributions are allocated to Plan Participants based on their proportionate compensation. Certain eligible employees received their 2008 Profit Sharing Contributions awarded in cash in March 2009 based on their employment status with the Company during 2008. The Profit Sharing Contributions awarded to these employees in March 2009 totaled $1,280,070. The 2009 Profit Sharing Contributions were awarded in cash in March 2010 totaling $1,224,705. Both the 2008 and 2009 Profit Sharing Contributions were included in employer contributions in the statement of changes in net assets available for the year ended December 31, 2009. Plan Administration Assets in the plan are held in trust by Citco Trustees (Cayman) Limited as original trustee on behalf of, and for the benefit of, Plan Participants, who was selected by the Board of Directors upon the recommendation of Company management. The trustee has the authority to deal with or dispose of Plan assets as if it were the beneficial owner thereof. However, the trustee and the Company have delegated the management of day-to-day investment elections and administration of the Plan to Global Group Services Incorporated, the administrator, and UBS Financial, Inc., the custodian. Global Group Services Incorporated performs all recordkeeping services. |
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A Plan Participant's Matching Contribution account balance and Profit Sharing Contribution account balance become vested and nonforfeitable upon the completion of years of service with the Company, as follows: |
Completed years of service | Vested percentage | ||
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Less than one year | 0% | ||
One year | 33% | ||
Two years | 67% | ||
Three or more years | 100% |
A Plan Participant shall become fully vested in his or her Matching Contribution account balance and Profit Sharing Contribution account balance upon certain events, including death or disability, attaining the age of 65 or a period of service with the Company of at least three years, or a full termination of the Plan. A Plan Participant's Savings Contribution account balance is fully vested at all times. The nonvested portion of Matching Contribution account balances and Profit Sharing Contribution account balances of terminated Plan Participants are forfeited ("forfeitures") to the Plan and may be used to pay certain administrative expenses of the Plan or to reduce the amount of future employer contributions. The Plan held a forfeiture balance totaling $61,129 included in net assets available for plan benefits as of December 31, 2009. The Plan did not use forfeitures to reduce any portion of the Company's Matching Contributions during the year ended December 31, 2009. Distributions Distributions of a Plan Participant's Savings Contribution account and the vested portion of a participant's Matching Contribution account and Profit Sharing Contribution account are generally made within 60 days of an employee request due to termination of employment. As of December 31, 2009, withdrawals elected by participants that had not been paid totaled $16,950. Hardship Withdrawals Should a Plan Participant experience a hardship, he or she may elect to withdraw all or part of his or her vested account from the Plan. All cases of hardship must be presented in writing to, and approved by, the Company. The Company may request additional supporting documentation from Plan Participants to substantiate any case of hardship. The Company may, at its discretion, approve all or part of the withdrawal request. Hardship withdrawals are recorded as distributions in the period in which they are paid. No hardship withdrawals were paid during the year ended December 31, 2009. Investments The Plan allows participants to direct all contributions among a number of different investment funds held by UBS Financial, Inc., including American depositary shares, evidenced by American depositary receipts, which represent Class A Ordinary Shares of the Company ( the "Ensco ADS Fund"). In addition, the Plan limits the portion of a participant's aggregate account balance that may be invested in the Ensco ADS Fund to 25%. The Plan was amended on October 1, 2009 to reduce the maximum amount of Company shares a participant could hold in his or her account from 50% to 25% (larger holdings were "grandfathered", but could not be increased) with a similar percentage limitation on "new money" investments. The daily value of each investment unit is determined by dividing the total fair market value of all assets in each fund by the total number of units in that fund. Investment income, including certain administrative fees and net appreciation (depreciation) of the fair value of investments, is allocated to each Plan Participant's account based on the change in unit value for each investment fund in which the participant has an account balance. |
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting The Plan's financial statements are prepared on the accrual basis of accounting. The Plan's investments are stated at fair value using quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of shares in mutual funds and the Ensco ADS Fund are recorded on a trade-date basis. Interest is recorded on the accrual basis and dividends are recorded on the ex-dividend date. See "Note 4 - Fair Value Measurements" for additional information on the fair value measurement of the Plan's net assets. The Plan presents in the statement of changes in net assets available for Plan benefits the realized gains and/or losses and the unrealized appreciation (depreciation) on investments, which are calculated based on beginning of the year market values of investments to the date of sale and the purchase price, if purchased during the year, to the end of the year market value. Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires the Plan Sponsor to make estimates and assumptions that affect the reported amounts of assets and liabilities and related changes in net assets available for Plan benefits, as well as disclosures of gain and loss contingencies at the date of the financial statements. Actual results could differ from those estimates. Distributions Distributions of benefits to Plan Participants are recorded when paid. Recent Accounting Pronouncements In June 2009, the Financial Accounting Standards Board (the "FASB") established the FASB Accounting Standards Codification (the "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied in preparation of financial statements in conformity with U.S. GAAP. As the issuance of the ASC does not change U.S. GAAP, its adoption did not have any impact on the Plan's 2009 financial statements. 3. PLAN INVESTMENTS As of December 31, 2009, the Plan's investment options included the following: Invesco AIM US Dollar Liquidity Portfolio: This money market fund seeks to provide investors with a high level of current income, while preserving capital and maintaining liquidity by investing in a portfolio of high quality U.S. dollar denominated short-term money market instruments. The fund had 107 participants as of December 31, 2009. Skandia Total Return USD Bond Fund: This mutual fund seeks to provide investors both current income and capital appreciation by investing in a portfolio of intermediate-term investment grade securities. The fund had 46 participants as of December 31, 2009. Templeton Global Bond Fund: This mutual fund seeks to provide investors a maximum total return, consisting of a combination of interest income, capital appreciation and currency gains by investing in a portfolio of fixed income securities worldwide. The fund had 44 participants as of December 31, 2009. Pioneer Funds-North American Basic Value: This mutual fund seeks to provide investors capital appreciation over the medium to long-term by investing in a portfolio of equities and equity-linked instruments issued by companies that have their registered office in North America or that exercise the preponderant part of their economic activity in North America. The fund had 47 participants as of December 31, 2009. |
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Legg Mason Global Funds-Royce Smaller Companies: This mutual fund seeks to provide investors long-term capital appreciation by investing in a portfolio of equity securities issued by mid-cap and small-cap companies with stock market capitalizations of less than U.S. $5 billion. The fund had 33 participants as of December 31, 2009. MFS Meridian Global Equity Fund: This mutual fund seeks to provide investors capital appreciation by investing in a portfolio of equity securities of global issuers. The fund had 48 participants as of December 31, 2009. MFS Meridian Global Total Return Fund: This mutual fund seeks to provide investors total return by investing in a portfolio of large-cap equity securities and investment grade government bonds. The fund had 38 participants as of December 31, 2009. Ensco ADS Fund: This fund is invested in the Company's American depositary shares. The fund had 78 participants as of December 31, 2009. During 2009, the Plan's investments, including gains and losses on
investments bought and sold, as well as held during the year, appreciated in value
as follows: |
2009 | |||
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Proceeds | $376,115 | ||
Aggregate cost | 316,696 | ||
Realized gains | 59,419 | ||
Unrealized appreciation | 480,866 | ||
Net appreciation in fair value of investments | $540,285 | ||
4. FAIR VALUE MEASUREMENTS Certain provisions of FASB ASC 820-10 (previously
SFAS No. 157, "Fair Value Measurements") establish a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy assigns
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ("Level
1") and the lowest priority to unobservable inputs ("Level 3"). Level 2 measurements are inputs that are
observable for assets or liabilities, either directly or indirectly, other than quoted prices included within
Level 1.
The following fair value hierarchy table categorizes information
regarding the Plan's net assets measured at fair
value on a recurring basis as of December 31, 2009: |
Quoted Prices in | Significant | ||||||||
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Active Markets | Other | Significant | |||||||
for | Observable | Unobservable | |||||||
Identical Assets | Inputs | Inputs | |||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||
As of December 31, 2009 | |||||||||
Other investments | $2,263,082 | $ -- | $ -- | $2,263,082 | |||||
Ensco ADS Fund | 830,859 | -- | -- | 830,859 | |||||
Total investments | $3,093,941 | $ -- | $ -- | $3,093,941 | |||||
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5. ADMINISTRATIVE FEES The Plan has no employees. All administrative expenses of the Plan have been paid by the Company. Fees paid by the participants and the Plan for investment management and other related services amounted to approximately $275 for the year ended December 31, 2009. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of Plan termination, participants will become 100% vested in their accounts. 7. TAX STATUS The Plan is not qualified under Section 401(a) of the United States Internal Revenue Code of 1986, as amended. In consideration that Plan Participants are not U.S. citizens, permanent residents or otherwise U.S. tax residents at any time they are participating, Plan Participants will not be directly subject to U.S. federal income tax on any dividends paid on stock of a U.S. corporation. However, the Cayman Islands trust that holds the Plan's assets will be subject to U.S. federal income tax on such dividends at a rate of 30%, withheld at source. The trust will not be entitled to any lower tax treaty rates even if a Plan Participant would have been eligible for such lower treaty rates if he or she held the stock directly. Depending on a Plan Participant's country of residence, he or she may also be entitled to a credit against his or her local income tax (if applicable) for the U.S. federal income tax withheld by the trust. 8. RELATED PARTY TRANSACTIONS American depositary shares of the Company held by the Plan in the Ensco ADS Fund as an investment qualify as party-in-interest transactions. As of December 31, 2009, the Plan's investment in the Ensco ADS Fund was based on the closing price on such date of $39.94 per share. Like any investment in publicly traded securities, the Company's American depositary shares are subject to price changes. During 2009, the high and low prices for the Company's American depositary shares were $51.30 and $22.04. 9. RISKS AND UNCERTAINTIES The Plan invests in various investment options that are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the value of the investments will occur in the near term and that such changes could materially affect Plan Participants' account balances and the amounts reported in the statement of net assets available for plan benefits. |
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Supplemental Information
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Description |
Number of shares/units |
Market Value |
Percentage of Net Assets |
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Invesco AIM US Dollar Liquidity Portfolio | 788,725 | $788,725 | 18.0% | ||||
MFS Meridian Global Equity Fund | 11,959 | 330,059 | 7.5% | ||||
Pioneer Funds-North American Basic Value | 5,542 | 308,105 | 7.0% | ||||
Templeton Global Bond Fund | 12,155 | 273,828 | 6.3% | ||||
Skandia Total Return USD Bond Fund | 14,534 | 221,243 | 5.1% | ||||
MFS Meridian Global Total Return Fund | 10,636 | 219,730 | 5.0% | ||||
Legg Mason Global Funds-Royce Smaller Companies | 1,397 | 121,392 | 2.8% | ||||
Employer securities: | |||||||
*Ensco ADS Fund | 20,793 | 830,859 | 19.0% | ||||
Total Investments | $3,093,941 | ||||||
*Party-in-interest |
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SIGNATURES
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Ensco Multinational Savings Plan |
Date: March 29, 2010 | /s/ DOUGLAS J. MANKO
By: Douglas J. Manko Controller and Assistant Secretary | |
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EXHIBIT INDEX |
Exhibit No. | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
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