- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
----------------
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 1-8097
ENSCO Savings Plan
(Full title of the plan)
ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(Name and address of principal executive office of issuer)
- --------------------------------------------------------------------------------
<PAGE>
The financial statements listed in the accompanying table of contents on the
following page are filed as part of this Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
ENSCO Savings Plan
Date: June 25, 1999 /s/ William S. Chadwick, Jr.
----------------------------
By: William S. Chadwick, Jr.
Plan Administrator
<PAGE>
ENSCO SAVINGS PLAN
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
Page
----
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits, with
Fund Information at December 31, 1998 2
Statement of Net Assets Available for Plan Benefits, with
Fund Information at December 31, 1997 3
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information - Year Ended December 31, 1998 4
Notes to Financial Statements 5
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes 11
Schedule II - Schedule of Reportable Transactions 12
Exhibits:
Consent of Independent Accountants 14
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of the
ENSCO Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits, with fund information, and the related statement of changes in net
assets available for benefits, with fund information, present fairly, in all
material respects, the net assets available for benefits of the ENSCO Savings
Plan (the "Plan") at December 31, 1998 and 1997, and the changes in its net
assets available for benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for purposes
of additional analysis and is not a required part of the basic financial
statements but is additional information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and the changes in net
assets available for benefits of each fund. These supplemental schedules and
fund information are the responsibility of the Plan's management. The additional
information and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
--------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
June 18, 1999
1
<PAGE>
<TABLE>
ENSCO SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1998
<CAPTION>
Fund Information
-----------------------------------------------------------------------
Blended
Company Stable Spectrum Spectrum Loan
Stock Value Balanced Income Growth Fund Other Total
---------- ---------- ---------- ---------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents ....... $ - $ - $ - $ - $ - $ - $11,229 $ 11,229
Receivables:
Participant contributions ...... 52,196 31,330 14,467 13,765 27,942 - - 139,700
Participant loan payments ...... 7,601 4,665 1,450 1,378 2,627 - - 17,721
Employer contributions ......... 2,382,737 3,446,643 706,937 650,494 1,220,107 - - 8,406,918
Investments, at fair value ...... 9,087,146 - 3,339,577 2,435,748 7,069,083 - - 21,931,554
Loans to participants ........... - - - - - 1,506,882 - 1,506,882
Investments, at contract value:
The Prudential Insurance Co. of
America Contract GA-6436 .... - 3,021,065 - - - - - 3,021,065
T. Rowe Price Stable Value
Common Trust Fund ........... - 14,292,572 - - - - - 14,292,572
----------- ----------- ---------- ---------- ---------- ---------- ------- ----------
Total investments ........... 9,087,146 17,313,637 3,339,577 2,435,748 7,069,083 1,506,882 - 40,752,073
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
Total assets ............... 11,529,680 20,796,275 4,062,431 3,101,385 8,319,759 1,506,882 11,229 49,327,641
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
LIABILITIES:
Other payables .................. - 442,088 - - - - - 442,088
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
Total liabilities ......... - 442,088 - - - - - 442,088
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS ....................... $11,529,680 $20,354,187 $4,062,431 $3,101,385 $8,319,759 $1,506,882 $11,229 $48,885,553
=========== =========== ========== ========== ========== ========== ======= ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
2
<PAGE>
<TABLE>
ENSCO SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1997
<CAPTION>
Fund Information
------------------------------------------------------------------------
Company Blended Spectrum Spectrum
Stock Stable Value Balanced Income Growth Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ---------- ---------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Participant contributions........ $ 43,350 $ 15,114 $ 6,781 $ 7,380 $ 16,658 $ - $ 89,283
Employer contributions........... 1,946,503 2,953,135 567,976 531,674 1,070,731 - 7,070,019
Investments, at fair value......... 17,396,798 - 2,066,646 1,484,361 5,278,037 - 26,225,842
Loans to participants.............. - - - - - 4,061 4,061
Investments, at contract value:
The Prudential Insurance Co. of
America Investment Contract
GA-6436......................... - 5,455,797 - - - - 5,455,797
T. Rowe Price Stable Value Common
Trust Fund...................... - 8,627,567 - - - - 8,627,567
----------- ----------- --------- ---------- ---------- ------ -----------
Total investments............ 17,396,798 14,083,364 2,066,646 1,484,361 5,278,037 4,061 40,313,267
----------- ----------- ---------- ---------- ---------- ------ -----------
Total assets.............. 19,386,651 17,051,613 2,641,403 2,023,415 6,365,426 4,061 47,472,569
----------- ----------- ---------- ---------- ---------- ------ -----------
LIABILITIES:
Other payables.................... - 250,912 - - - - 250,912
----------- ----------- ---------- ---------- ---------- ------ ------------
Total liabilities......... - 250,912 - - - - 250,912
----------- ----------- ---------- ---------- ---------- ------ ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $19,386,651 $16,800,701 $2,641,403 $2,023,415 $6,365,426 $4,061 $47,221,657
=========== =========== ========== ========== ========== ====== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
3
<PAGE>
<TABLE>
ENSCO SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Fund Information
----------------------------------------------------------------------
Blended
Company Stable Spectrum Spectrum Loan
Stock Value Balanced Income Growth Fund Other Total
----------- ---------- ---------- ---------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED
TO:
Interest and dividends .......... $ 107,243 $ 944,484 $ 101,503 $ 174,381 $ 611,154 $ - $ 262 $ 1,939,027
Participant contributions ....... 1,654,814 1,340,398 471,798 478,046 990,265 - - 4,935,321
Employer contributions .......... 5,005,878 3,447,564 707,244 651,414 1,220,414 - - 11,032,514
Loans to participants ........... - - - - - 1,775,972 - 1,775,972
Accrued loan principal payments . 5,649 3,460 1,130 984 1,934 - - 13,157
Net appreciation (depreciation)
in the fair value of
investments .................. (14,079,949) - 318,743 (34,528) 166,769 - - (13,628,965)
------------ ----------- ---------- ---------- ---------- ---------- ------- -----------
Total additions ......... (7,306,365) 5,735,906 1,600,418 1,270,297 2,990,536 1,775,972 262 6,067,026
------------ ----------- ---------- ---------- ---------- ---------- ------- -----------
DEDUCTION FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants .. 607,687 1,355,782 128,708 145,453 318,801 55,277 - 2,611,708
Loan withdrawals ............... 737,105 586,044 117,320 111,053 224,450 - - 1,775,972
Loan fees ...................... 6,109 5,230 1,374 831 1,906 - - 15,450
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
Total deductions ......... 1,350,901 1,947,056 247,402 257,337 545,157 55,277 - 4,403,130
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFER ............. (8,657,266) 3,788,850 1,353,016 1,012,960 2,445,379 1,720,695 262 1,663,896
Interfund transfers ............ 800,295 (235,364) 68,012 65,010 (491,046) (217,874) 10,967 -
----------- ----------- ---------- ---------- ---------- ---------- ------- -----------
NET ADDITIONS (DEDUCTIONS) ....... (7,856,971) 3,553,486 1,421,028 1,077,970 1,954,333 1,502,821 11,229 1,663,896
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year .............. 19,386,651 16,800,701 2,641,403 2,023,415 6,365,426 4,061 - 47,221,657
----------- ----------- --------- ----------- --------- ---------- ------- -----------
End of year .................... $11,529,680 $20,354,187 $4,062,431 $3,101,385 $8,319,759 $1,506,882 $11,229 $48,885,553
=========== =========== ========== ========== ========== ========== ======= ===========
The accompanying notes are an integral part ofthese financial statements.
</TABLE>
4
<PAGE>
ENSCO SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN ORGANIZATION AND DESCRIPTION
The ENSCO Savings Plan (the "Plan") is a defined contribution tax deferred
savings plan available to employees of ENSCO International Incorporated and
subsidiary companies (the "Company"). It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). On June 12, 1996, the
Company acquired DUAL DRILLING COMPANY ("Dual"). Dual provided a deferred
contribution plan to its employees, DUAL DRILLING COMPANY Employees' Tax
Deferred/Thrift Savings Plan and Trust, which the Company anticipates merging
into the Plan upon appropriate government and regulatory approval.
The Plan was established to provide a retirement benefit for employees through a
Company profit sharing contribution and matching contributions based on employee
contributions, and to promote and encourage employees to provide additional
security and income for their retirement through a systematic savings program.
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
Participation
- -------------
Employees of the Company may participate in the Plan upon completing certain
service requirements, except for those employees, if any, who already receive
retirement benefits in connection with a collective bargaining agreement and
certain nonresident employees. Eligible employees may elect to participate in
the employee savings feature of the Plan after completing a three-month period
of service with the Company ("Savings Participants"). Eligible employees
automatically participate in the profit sharing feature of the Plan after
completing a twelve-month period of service with the Company.
Effective January 1, 1997, the entry date with respect to an eligible employee's
ability to make 401(k) contributions is the first business day of the month
following the month during which the employee satisfies eligibility and
participation requirements. Formerly, the entry date an eligible employee was
permitted to begin making 401(k) contributions was on January 1 or July 1.
Contributions
- -------------
Savings Participants may elect to make contributions to the Plan by salary
deferrals ("Savings Contributions"), which qualify for tax deferment under
Section 401(k) of the Internal Revenue Code ("the Code"). Savings Contributions
are generally limited to the lesser of 10% of the Savings Participant's
compensation, or the annual dollar limitation set forth in Section 402(g) of the
Code ($10,000 for the year ended December 31, 1998). Within certain limits, as
defined in the Plan, Savings Participants may elect to increase, decrease or
suspend their Savings Contributions and corresponding salary deductions.
At the discretion of its Board of Directors, the Company may make contributions
to the Plan for the benefit of Savings Participants ("Matching Contributions").
Matching Contributions may be made by the Company in the form of a stated dollar
amount or in the form of a matching percentage of Savings Contributions.
Matching Contributions, which are made to the Company Stock Fund, are allocated
to individual Savings Participants pro rata based on their respective Savings
Contributions for the Plan year, limited to 6% of their compensation as defined
by the Plan document. The Company made Matching Contributions to active
participant employee accounts equal to 100% of the first 3% contributed by each
individual participant and 50% of the second 3% contributed by each individual
participant for the years 1998 and 1997.
5
<PAGE>
Total Matching Contributions for the year ended December 31, 1998 were $2.7
million.
At the discretion of its Board of Directors, the Company may also make annual
contributions to the Plan for the benefit of all eligible employees ("Profit
Sharing Contributions"). The Company may make Profit Sharing Contributions in
either cash or in the Company's common stock. Annual Profit Sharing
Contributions are allocated to eligible employees based on their proportionate
compensation. At December 31, 1998, the Plan recorded a receivable from the
Company in the amount of $8.3 million related to the 1998 Profit Sharing
Contribution which was paid in February 1999.
The Plan limits the sum of a participant's annual Savings Contributions, and
Matching Contribution and Profit Sharing Contribution ("Company Contributions")
to the lesser of $30,000 or 25% of the Plan participant's compensation. Under
certain circumstances, Plan participants may make contributions to the Plan in
the form of rollover contributions ("Rollover Contributions").
Plan Administration
- -------------------
T. Rowe Price serves as the investment manager for the Plan's trust fund and
executes all investment actions. Recordkeeping responsibilities are maintained
by T. Rowe Price. The assets held by the Prudential Insurance Co. of America
Investment Contract GA-6436, ("Prudential") are from a previously merged plan
and in accordance with the fund's contract, Prudential is transferring the
Guaranteed Interest Fund to T. Rowe Price in 60 consecutive monthly
installments.
Vesting
- -------
A Plan participant's Matching Contribution account balance and Profit Sharing
Contribution account balance shall become vested and nonforfeitable upon the
completion of certain years of service with the Company or combined service with
Dual and the Company, as follows:
Completed years of service Vested percentage
-------------------------- -----------------
Less than two years 0%
Two years 20%
Three years 40%
Four years 60%
Five years 80%
Six or more years 100%
A Plan participant shall become fully vested in his or her Matching Contribution
account balance and Profit Sharing account balance upon certain events,
including death or disability, attaining the age of 60, or a full or partial
termination of the Plan. A Plan participant's Savings Contribution account
balance and Rollover Contribution account balance is fully vested at all times.
Upon completion of each Plan year, 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 reduce the amount of Matching Contributions and Profit Sharing
Contributions due or administrative expenses to be paid by the Company. At
December 31, 1998 and 1997, the Plan had forfeiture balances of $442,088 and
$250,912, respectively, which were reported as Other Payables in the Statement
of Net Assets Available for Plan Benefits.
6
<PAGE>
Distributions
- -------------
Distributions of a Plan participant's Savings Contribution account and Rollover
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 or
certain Internal Revenue Service regulations. At December 31, 1998, the Plan's
net assets included $98,486 for amounts allocated to the accounts of persons who
had elected to withdraw from the Plan but had not yet been paid. At December 31,
1997, all persons had been paid who elected to withdraw from the Plan.
Investments
- -----------
The Plan allows participants to invest among a number of different investment
choices. The following are descriptions of the investment choices in the Plan:
Company Stock Fund - The objective is to provide long-term growth of
capital by investing in ENSCO International Incorporated common stock.
Blended Stable Value Fund - The objective is to provide preservation
of principal and a high level of monthly income by investing in an
investment contract issued by an insurance company and the T. Rowe
Price Stable Value Common Trust Fund which invests in investment
contracts issued by insurance companies and banks.
Balanced Fund - The objective is to provide capital growth, current
income and preservation of capital by investing through a portfolio of
stocks and fixed income securities.
Spectrum Income Fund - The objective is to provide a high level of
current income with moderate share price fluctuation by investing in a
managed mix of domestic bank funds, two international bond funds, an
income-oriented stock fund and a money market fund.
Spectrum Growth Fund - The objective is to provide long-term capital
appreciation and growth of income by investing in a managed mix of
domestic stock funds, an international stock fund and a money market
fund.
Effective April 1, 1999, the Plan increased the investment choices to ten
investment options to provide participants a broader investment range. The
following are descriptions of the five new investment choices in the Plan:
Blue Chip Growth - The objective is to provide long-term capital
growth by investing in large and medium sized blue chip growth
companies that are well established and have the potential for
above-average growth in earnings.
Equity Income - The objective is to provide substantial dividend
income and long-term capital appreciation by investing in the common
stocks of established companies that pay above-average dividends.
Equity Index 500 - The objective is to match the total return
performance of the S&P 500(R) by investing in all 500 stocks that
compose the S&P 500(R)Index.
7
<PAGE>
Mid-Cap Growth - The objective is to provide long-term capital
appreciation by investing in mid-cap stocks offering the potential for
above-average earnings growth.
Small-Cap Stock - The objective is to provide long-term capital growth
by investing in small to medium-sized companies that are believed by
T. Rowe Price to offer superior earnings growth or that appear
undervalued.
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, except for the Blended Stable
Value Fund which is stated at contract value (Note 3). The Plan's investments
are principally comprised of the Company's common stock, mutual funds and debt
and equity securities. The fair value of the Plan's investments is determined by
T. Rowe Price and is based on quoted market prices.
Purchases and sales of securities and the Company's common stock are recorded on
a trade-date basis. Interest is recorded on the accrual basis and dividends are
recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets available for Plan
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Distributions
- -------------
Distributions are recorded when paid.
Loans
- -----
Effective January 1, 1998, the Plan adopted a loan policy. Generally, approved
loans to eligible participants shall be granted from the participants' vested
accounts on a pro-rata basis. The interest rate is a fixed rate determined
monthly. All loans must be secured with an irrevocable pledge assignment.
Pervasiveness of Estimates
- --------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and related revenues and
expenses, and disclosure of gain and loss contingencies at the date of the
financial statements. Actual results could differ from those estimates.
Reclassifications
- -----------------
Certain previously reported amounts have been reclassified to conform to the
1998 presentation.
8
<PAGE>
3. INVESTMENT CONTRACTS
The Blended Stable Value Fund invests in an investment contract issued by
Prudential and in a common trust fund which invests in investment contracts
issued by insurance companies and banks. The Blended Stable Value Fund credited
participant accounts at rates of interest ranging from 5.00% to 5.85% and 5.01%
to 8.41% on the Prudential investment contract and the T. Rowe Price Stable
Value Common Trust Fund, respectively, during 1998. The Blended Stable Value
Fund is included in the financial statements at contract value, which
approximates fair value. Contract value represents contributions made plus
credited interest, less Plan withdrawals.
4. PLAN INVESTMENTS
Plan investments that represent 5% or more of the Plan's net assets are
identified as follows:
December 31,
-----------------------------
1998 1997
----------- -----------
Investment at Fair Value as Determined by
Quoted Market Price
Mutual Funds:
Balanced Fund, 179,644 and 124,948 units,
respectively $ 3,339,577 $ 2,066,646
Spectrum Income Fund, 211,804 and 127,304
units, respectively 2,435,748 1,484,361
Spectrum Growth Fund, 429,731 and 331,327
units, respectively 7,069,083 5,278,037
Other 1,506,882 4,061
Common Stock:
ENSCO International Incorporated,
850,259 and 519,307 shares, respectively 9,087,146 17,396,798
----------- -----------
23,438,436 26,229,903
Investments at Contract Value
Blended Stable Value Fund 17,313,637 14,083,364
----------- -----------
$40,752,073 $40,313,267
=========== ===========
In August 1997, the Company's Board of Directors approved a two-for-one stock
split of the Company's common stock effective September 15, 1997. Accordingly,
all references to common shares have been adjusted to reflect the two-for-one
stock split. At December 31, 1998, the Plan's investment in the Company's common
stock was based on the closing price on that date of $10.69 per share. The per
share price of the Company's common stock has subsequently increased to $20.50
at the close of business on June 18, 1999. Like any investment in publicly
traded securities, the Company's common stock is subject to price changes.
During 1998, the high and low prices for the Company's common stock were $33.56
and $8.68, respectively.
5. ADMINISTRATIVE FEES
The Plan has no employees and the Company covers all administrative costs of the
Plan. The Company paid $80,759 and $71,859 for the administrative costs of the
Plan during 1998 and 1997, respectively.
9
<PAGE>
6. EXCESS CONTRIBUTIONS
Net assets available for Plan benefits at December 31, 1997 includes $40,467 of
amounts to be refunded from the Plan to certain highly compensated employees due
to contributions which exceeded the discrimination limits under the Code Section
401(k). The 1997 excess contributions were due to administering the
anti-discrimination tests for the 1995 and 1996 Plan years again as allowed by
the Internal Revenue Service's Administrative Policy Regarding Self Correction
("APRSC"). These particular excess contributions were refunded to the applicable
highly compensated employees in February 1998. At December 31, 1998, net assets
available for Plan benefits did not include any amounts to be refunded from the
Plan attributable to excess contributions.
7. TAX STATUS
Management believes that the Plan is qualified under Section 401(a) of the Code
and therefore the trust is exempt from taxation under Section 501(a). A
favorable IRS determination letter dated September 21, 1995 was received for the
Plan. Generally, contributions to a qualified plan are deductible by the Company
when made, earnings of the trust are tax exempt and participants are not taxed
on their benefits until withdrawn from the Plan.
10
<PAGE>
Additional Information
Schedule I
<TABLE>
ENSCO SAVINGS PLAN
Item 27a (Form 5500) - Schedule of Assets Held for Investment Purposes
at December 31, 1998
<CAPTION>
Description of investment
--------------------------------------------------------------------------
Identity of issue or Rate of Units Current
party involved Description of Investment interest or shares Cost Value
- ----------------------------- ------------------------- -------------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
T. Rowe Price:
Blended Stable Value Fund:
*The Prudential Insurance
Co. of America Investment GIC 5.00% - 5.85% - $ 3,021,065 $ 3,021,065
*T. Rowe Price Stable
Value Common Trust Fund GIC 5.01% - 8.41% - 14,292,572 14,292,572
*Balanced Fund Mutual Fund - 179,644 2,745,843 3,339,577
*Spectrum Income Fund Mutual Fund - 211,804 2,400,817 2,435,748
*Spectrum Growth Fund Mutual Fund - 429,731 6,373,397 7,069,083
----------- -----------
28,833,694 30,158,045
----------- -----------
Employer securities:
*ENSCO International ENSCO International
Incorporated Incorporated Common Stock - 850,259 15,823,964 9,087,146
----------- -----------
*Loan Fund Participant Loans - 1,506,882
----------- -----------
$44,657,658 $40,752,073
=========== ===========
</TABLE>
* Party-in-interest.
11
<PAGE>
Additional Information
Schedule II
<TABLE>
ENSCO SAVINGS PLAN
Item 27d (Form 5500) - Schedule of Reportable Transactions (in the Aggregate)
Year Ended December 31, 1998
<CAPTION>
Market
value on
Identity of party Description Purchase Selling Lease Expense Cost of transaction Net
Involved of transaction price price rental incurred asset date gain (loss)
- -------------------------- ------------------ ---------- ---------- -------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ENSCO International Purchase of shares $7,112,611 $7,112,611
Incorporated Sales of shares $1,336,205 $1,349,168 1,336,205 ($12,963)
T. Rowe Price Purchase of shares 1,426,809
Settlement Account Sales of shares 1,415,580 1,415,580
T. Rowe Price Stable Purchase of shares 5,303,550 5,303,550
Value Common Trust Fund Sales of shares 2,273,603 2,273,603 2,273,603 -
T. Rowe Price Purchase of shares 2,714,207 2,714,207
Spectrum Growth Fund Sales of shares 1,088,025 1,022,365 1,088,025 65,660
</TABLE>
12
<PAGE>
Additional Information
Schedule II
<TABLE>
ENSCO SAVINGS PLAN
Item 27d (Form 5500) - Schedule of Reportable Transactions (Single Transactions)
Year Ended December 31, 1998
<CAPTION>
Market
value on
Identity of party Description Purchase Selling Lease Expense Cost of transaction Net
Involved of transaction price price rental incurred asset date gain (loss)
- -------------------------- ------------------ ---------- ---------- -------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. Rowe Price Stable
Value Common Trust Fund Purchase of shares $2,961,355 $2,961,355
</TABLE>
13
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-40282) of ENSCO International Incorporated of our
report dated June 18, 1999 relating to the financial statements, which appears
in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
June 25, 1999
